Translation: Please note that the following purports to be an accurately translated excerpt of the original Japanese version
prepared for the convenience of investors External Japan. However, in the case of any discrepancy between the translationand the Japanese original, the latter shall prevail.

Stock Exchange Code: 8252
June 5, 2014
3-2, Nakano 4-chome, Nakano-ku, TokyoMARUI GROUP CO., LTD.
Hiroshi Aoi
President and Representative Director

Notice of Convocation of the 78th Ordinary General Meeting of Shareholders
Dear Shareholders:
You are cordially invited to attend the 78th Ordinary General Meeting of Shareholders of MARUIGROUP CO., LTD. (the “Company”).
If you are unable to attend the aforesaid meeting, you can exercise your votes through either of themethods stated below. The Company respectfully requests you to study the “Reference Document
Concerning the General Meeting of Shareholders” below and exercise your voting rights on or
before 7:00 p.m. (JST) June 25, 2014 (Wednesday):

GUIDANCE ON THE WAY TO EXERCISE THE VOTING RIGHTS:[In case of attending the General Meeting of Shareholders]
Please submit the Voting Rights Exercise Form enclosed herewith to the reception at the place of themeeting. Furthermore, please be advised that person other than the shareholders such as proxy who is
not a shareholder and person accompanying with you shall not enter the place of meeting.
[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your consent or dissent to the
proposals on the agenda, and return the form to the Company by mail on or before the time limit
stated above.
[In case of exercising voting rights via the Internet]
Please access the website for the exercise of voting rights (http://www.evote.jp/), using the log-in ID
and temporary password which are shown on the Voting Rights Exercise Form. After logging in,please indicate whether you approve or disapprove the items on the agenda by following the
instructions on the display screen by the time limit stated above.
With respect to exercising voting rights via the Internet, the Company takes liberty to ask shareholders
to confirm the Guidelines for the Exercise of Voting Rights via the Internet. (Note: This paragraphintentionally omitted as the Internet voting service is only available in Japan with the Japanese
language.)(English Translation)―1―

PARTICULARS

1. Date and Time of the Meeting: Thursday, June 26, 2014 at 10:00 a.m.
(Reception commences at 9 a.m.)
2. Place of the Meeting: 3rd Floor of the Head Office of MARUI GROUP CO., LTD.
at 3-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan
3. Matters to be dealt with at the Meeting:
Matters to be Reported:
1.Report on the Business Report, the Consolidated Financial Statements and theNon-Consolidated Financial Statements for the 78th Fiscal Year (from April 1,2013 to March 31, 2014).
2.Report on the Results of the Audits of Consolidated Financial Statements by the
Accounting Auditors and the Audit & Supervisory Board.
Matters to be Resolved:
Proposal 1: Proposed Disposal of Surplus
Proposal 2: Election of Ten (10) Directors
Proposal 3: Election of One (1) Audit & Supervisory Board Member
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5: Renewal of Countermeasures (Takeover Defense) in Response to Large-Scale
Purchase of Shares of the Company
4. Guidance for Exercising Voting Rights:(1) In the event that a shareholder exercises voting rights both via return mail (Voting Rights
Exercise Form) and the Internet, the Company will consider the exercise of voting rights via
the Internet to be valid.
(2) In the event that a shareholder exercises voting rights via the Internet more than once, theCompany will consider the last exercise of voting rights to be valid.
- End -

If there is any amendment to the contents of the Reference Document Concerning the General Meeting of
Shareholders, the Business Report, the Non-Consolidated Financial Statements, the Consolidated Financial
Statements, the Company will announce such amendment on the Company’s homepage(http://www.0101maruigroup.co.jp/).

(English Translation)―2―

(Attached Materials)

Business Report(For the fiscal year from April 1, 2013 to March 31, 2014)
1. Information on the Status of Marui Corporate Group(1) Development of the Businesses of the Corporate Group and Financial Results
The management environment during the fiscal year under review was characterized by the lingering
uncertain future outlook due to concerns over rising prices and possible economic slowdown after the
consumption tax rate hike despite the mild economic recovery brought on by the government’s
economic measures and the Bank of Japan’s monetary easing as well as some signs of pick-up in
consumer spending driven by improved employment and last-minute demand before the consumption
tax rate hike.
Amid this operating environment, the Marui Corporate Group carried out sweeping reforms throughout
its businesses in response to customer needs in the aim of becoming a Group that is widely supported bycustomers across all age groups. In addition, the Group promoted its basic strategy of integrating “stores,
credit cards, and the Web” and, by using its management resources to the fullest, aimed to increase
profitability.
As a result, total operating revenues increased by 2.2% from the preceding fiscal year to 416,460
million yen, and operating income expanded by 11.8% from the preceding fiscal year to 27,146 million
yen in the consolidated fiscal year under review. Consequently operating profit margin reached 6.5%,
resulting in the achievement of the 6% operating profit margin for two consecutive years, which had
been targeted as part of the 3-year “medium-term initiatives,” which began in the fiscal year 2011 ended
March 2012. Moreover, ordinary income rose by 13.3% over the preceding year to 27,698 million yen
and net income by 16.3% to 15,409 million yen.
Retailing and Store Operations
In the retailing and store operations segment, “Renovation of retailing” that had been carried out step bystep for “products,” “sales floors” and “creating of shops” was further advanced with an aim to provide
broad services across “stores, credit cards, and the Web” with the concept of “Being fashionable ×
Sharing common values × Being reasonably priced” in response to common needs and values ofcustomers of all ages.
For “Renovation of products” which was launched earlier, the “Rakuchin” series, the new private brandproducts which were the embodiment of the basic concept remained strong. Sales of new private brandproducts leaped 1.8 times compared to the preceding period due to the reinforced advertisement such as
TV commercials in addition to the increased number of product types and the affordable lineups inaccordance with customers’ needs.
In pursuing “Renovation of sales floors,” the Group promoted sales floors where products are displayed
and presented in a way that directly conveys their characteristics and functionality.
Furthermore, a new online shopping site specializing in shoes and bags was launched. Concurrently“Rakuchin-Bin,” a new free shipping/returns service for shoes, was started to allow easier trial fitting
and the nationwide sales campaign was implemented. As a result, sales for online shopping grew 7%
from the preceding fiscal year.
In the “Renovation in creating shops,” Shinjuku Marui was renovated and reopened. The Group worked
together with customers in creating shops and introduced the first men’s floor in Shinjuku Marui Main
Building. Moreover, gift items and event shops that are popular among women were placed in Shinjuku
Marui Men to broaden the customer base.
As a result of these initiatives, the number of customers 30 years of age and older grew and the numberof customers made a purchase at existing stores increased 5% from the preceding fiscal year, an(English Translation)―3―

increase for the sixth consecutive year. However, due to factors including the effects of closure of
specialty stores in the preceding fiscal year, total operating revenues from this segment declined by
1.1% from the preceding fiscal year to 327,832 million yen.
Although advertising expenses increased due to active promotions, efforts to cut back fixed costs
resulted in operating income to post a rise of 3.3% from the preceding fiscal year to 10,562 million yen,
an increase for the fourth consecutive fiscal year. As a result, operating profit margin in the retailing andstore operations segment was 3.2%, achieving the plan of 3.0% or higher for the second consecutive
year, which had been targeted since fiscal year 2011 ended March 2012 in the three-year “medium-term
initiatives”.
Furthermore, the plan to open a new store in front of Hakata Station in Fukuoka, which would be thefirst in the Kyushu area, was determined in October 2013. It is scheduled to open in spring 2016 and theGroup intends to create a store together with customers by further advancing past experience in shop
creation to be of service in the region long into the future.
Credit Card Services
In the credit card services segment, the Group worked towards expanding the number of customers aswell as the volume of transactions handled.
In addition to soliciting new members at Marui stores, steady increase in “collaboration cards”, original
affiliated credit cards, issued outside the Marui store channel and such led to membership growth of 9%from the preceding fiscal year to reach 5.42 million.
As for expanding the base of high-volume card users, the Group worked to increase the Gold Card
membership. By providing upgraded services such as special discount offers on popular stage
performances/accommodations and limited-time bonus points, the number of Gold Card members
increased by 250 thousand from the end of the preceding fiscal year to 830 thousand.
Furthermore, card issuance using tablet terminals started at Marui stores. Paperless application was
realized as it eliminated the need for customer to fill out application forms and the management level of
personal information was drastically enhanced. In addition, on-the-spot card issuance increased due toshortened time required for credit screening, contributing to the increase in utilization of credit cards aswell as to cutbacks in the cost of postage, etc.
Through these measures the total volume of credit card shopping transactions outside Marui storescontinued to rise sharply (29%) from the preceding fiscal year and as a result, the amount of totaltransactions for revolving and installment payments rose 20% from the preceding fiscal year to 160,600
million yen.
In terms of cash advances, since the total transaction volume increased 11% from the preceding fiscal
year to 127,700 million yen, the amount of operating loans outstanding at the end of the fiscal year
under review increased 1.2% from the preceding fiscal year to 125,215 million yen, exceeding thepreceding fiscal year for the first time in eight fiscal years since fiscal year 2005 ended March 2006.
As a result, the balance of operating receivables increased by 43,800 million yen from the preceding
fiscal year to 338,700 million yen, renewing the record high. Additionally, strong performances werealso recorded in the Group’s rent guarantee and bank loan guarantee businesses. Thanks to these various
factors, the Group posted increases in both operating revenues and operating income for the second
consecutive fiscal year in the credit card services segment with operating revenues increasing by 15.0%
from the preceding fiscal year to 61,795 million yen and operating income increasing by 18.6% fromthe preceding fiscal year to 15,634 million yen.

(English Translation)―4―

Retailing-Related Services
In the retailing-related services segment, the Group posted increases in both operating revenues andoperating income for the second consecutive year with the operating revenues increasing by 18.7% fromthe preceding fiscal year to 59,509 million yen and operating income surging by 30.9% from thepreceding fiscal year to 4,523 million yen, as a result of increased orders for interior works andadvertisement production through reinforcing continuous transactions with customers and also ofthorough cost management.
(Segment Information)
Category(Millions of yen)
Retailing andCredit CardStore
Services
Operations

RetailingRelated
Services

Total

Adjustments Consolidated

Operating Revenues
Outside to Customers

322,342

59,421

34,695416,460-

416,460

Inter-Segment Sales

5,489

2,374

24,81332,678(32,678)-

327,832

61,79559,509449,138(32,678)

416,460(Year on Year (%))

(98.9)(115.0)(118.7)(103.1)(116.4)(102.2)

Segment Profit

10,562

15,634

4,523

30,721(3,574)

27,146(Year on Year (%))

(103.3)(118.6)(130.9)(114.4)(139.1)(111.8)

3.2

25.3

7.6

-

-

6.5

Total

Operating Margin (%)(Detail of operating revenues by business categories)
Category
Women’s apparel
Men’s apparel & sporting
goods
Luxury & accessory goods
Furniture & household goods
Foodstuffs &restaurants sales
OthersRetailing and store operations
Interest income on
consumer loans
Financial charges
earned on installment sales
Affiliated merchants
OthersCredit card services
Retailing-related services
Total

Operating Revenues(Millions of yen)

Composition
Ratio (%)

Year on Year (%)

86,906
61,053

20.9
14.6

94.0
96.3

93,714
21,192
54,467

22.5
5.1
13.1

102.6
98.8
103.8

5,008
322,342
21,084

1.2
77.4
5.1

103.4
98.9
99.5

20,7005.0

123.8

12,7384,896
59,421
34,695416,460

3.0
1.2
14.3
8.3
100.0

130.1
127.7
115.3
116.3
102.2

Note: Operating Revenues of the retailing-related services include the interior design and furnishing ofretail stores, publicity and advertising, IT systems services, the management and maintenance ofbuildings, distribution/logistics for fashion goods, and real-estate rental business on a subcontracted
basis.

(English Translation)―5―

(Matters concerning Changes of Business Segment)
Categories of business segment have been reclassified since the fiscal year under review. As a result,revenues and incomes related to leasing and administration, etc. of commercial facilities, which had
been included in “retailing-related services,” were added to “retailing services,” which has then newly
been reclassified as “retailing and store operations.”
Accordingly, revenues from leasing and administration, etc. of commercial facilities are reported in“others” of “retailing and store operations” in “Detail of operating revenues by businesscategories” above.
Comparisons with the results of the previous fiscal year are based on recomposed results of the previous
fiscal year according to reclassified business segment.
(2) Capital Investments
The capital investments of the Group were mainly for the renovation of sales floors at existing storesand the upgrading of information terminals. The total expenditures on capital investments during the
fiscal year under review amounted to 11,200 million yen.
(3) Fund-Raising
The Group raises funds with the highest priority given to ensuring financial stability, while making
efforts to lengthen its funding period and diversifying its maturity dates as well as funding methods.
During the consolidated fiscal year under review, the Group raised funds of 33,300 million yen in loans
from financial institutions, 20,000 million yen from the issuance of bonds and 7,000 million yen fromthe issuance of commercial papers in response to the repayment of loans. Additionally, the Group
increased the amount of funds raised through the securitization of receivables by 9,000 million yen.
(4) Issues to be Addressed
In the next fiscal year, it is expected that, although continuous improvements in employment andhousehold income brought on by the government’s economic measures are anticipated, a severe
management environment will continue due to a slowdown in consumption attributed to rising prices,increasing burden of taxes/insurance premiums and changes in individual’s values and purchasing
behaviors are assumed to be more evident.
Under these circumstances, the Group has drawn up a mid-term management plan for the three-year
period through to fiscal year 2016 and will strive to realize long-term profit through effective use of the
management resources of the Group in order to achieve consolidated operating income of 36,000
million yen or more and ROE of 6% or higher.
In the retailing and store operations segment, the Group intends to review traditional creating of shopsthat have focused on apparel and will expand product categories which are high in demand bycustomers, such as sundries and restaurants, to meet their lifestyles. For this reason, the Group will shift
from the conventional business model centering on purchase contracts and will attract tenants on fixedterm leasing contracts to improve and stabilize earnings for establishing a renewed growth base.
As the first phase of such, Machida Marui will reopen in late May after an overall renovation. In
pursuing “a shop where anybody can casually drop by and which can satisfy daily needs,” the Grouphas held a number of meetings with local customers over the past two years to create a store together.
Such efforts resulted in the increased number of customers and favorable responses on some of thefloors pre-opened in April. Going forward, the Group is determined to make the entire stores even more
attractive by increasing product categories meeting customers’ needs and offering extensive productlineup through attracting tenants on fixed-term contracts at all Marui stores.
For the Marui-original sales areas, the Group will concentrate its management resources on highly
original shops and brands and will transform them into specialty shops with stronger earning
capabilities and more competitiveness. The Group will then aim to open shops outside Marui stores.
Regarding the Hakata store scheduled to open in spring 2016, a store-opening preparation office was set(English Translation)―6―

up in April and begun full-fledged activities for creating the store. Incorporating opinions of customers
in the whole Kyushu region, the Group will, together with customers, create a store that will besupported by customers of all ages as well as create fans of the store.
In the credit card services segment, the Group will expand card issuance locations nationwide, whichhave mainly been at Marui stores, by issuing collaboration cards and promoting new membership
through website in order to further reinforce business bases.
As for collaboration card business, the Group will start issuing “HUIS TEN BOSCH EPOS CARD” in
July in collaboration with Huis Ten Bosch Co., Ltd., that operates one of the largest theme parks inJapan, offering services such as discounts and benefits within the park. In addition, collaborating withIDEA FACTORY Co., Ltd., the leading company in game software for women, “OTOMATE EPOS
CARD” with popular game character designs will be issued. The Group will work further to develop
more collaboration cards with attractive services that can satisfy customers.
In addition, the Group will enhance measures for customers to be able to use credit card with a sense of
security by offering a “mail notification service,” which informs the user when the card is transacted,
and an “EPOS Virtual Card” exclusively for online shopping and such, while raising recognition
through nationwide promotion using TV commercials.
Through these various measures, the Group is committed to strengthening its management base andfurther improving its performance. Management, therefore, looks forward to the continued support andencouragement of its shareholders.
(5) Property, Profits and Losses
75th
Fiscal year ended
Category
March 31, 2011
Total operating
406,472
revenues

76th
Fiscal year ended
March 31, 2012

77th
Fiscal year ended
March 31, 2013

78th
Fiscal year ended
March 31, 2014

412,408

407,366

416,460

14,088

17,621

24,443

27,698(23,638)

5,251

13,255

15,409(86.36)

19.19

48.43

56.29

628,910615,130

624,173

664,019284,885

290,349

304,051

315,889(Millions of yen)

Ordinary income(Millions of yen)

Net income(Net loss)(Millions of yen)

Net income pershare (Net loss)(yen)

Total assets(Millions of yen)

Net assets(Millions of yen)(English Translation)―7―(6) Major Subsidiaries of the Group
Company Name

Capital Stock(Millions of yen)

Marui Co., Ltd.

100

EPOS Card Co., Ltd.

100

MRI Co., Ltd.

500

ZERO FIRST Co., Ltd.

100

AIM Create Co., Ltd.

100

M & C Systems Co., Ltd.

234

Marui Facilities Co., Ltd.

100

Moving Co., Ltd.

100

Percentageof Ownership(%)

Principal Business

Marui Store Business Operation,
Original Sales and Private Brand
100.0 Operation and Development, Online
Shopping and Mail-order, Outside
Specialty Store Business
Credit Card Business, Credit Loan
100.0
Business
Collection and Management of
100.0
Receivables Business, Credit Check(100.0)Business
100.0 Consumer Finance(100.0) (Loan) Business
Proposal of Commercial Facilities
Category, Design and Interior
100.0 Decoration, Operation andManagement, Planning and Makingof Advertisement, Others
Software Development,
95.0
Computer Operation
Building Management Service
100.0
Business, Security Service Business
Trucking Business, Forwarding
100.0
Business

Marui Home Service
100
100.0 Real-Estate Rental BusinessCo., Ltd.
Note: Figures in parentheses ( ) in the Percentage of Ownership column include the share of indirectownership.
(7) Lines of Business of the GroupThe Group’s lines are Retailing of apparel, luxury & accessory goods, and furniture & household goods
and Store Operations, Credit Card Services, and Retailing-related Services.

(English Translation)―8―(8) Major Business Hubsi. Head Office
Company Name

Location

MARUI GROUP CO., LTD.
Marui Co., Ltd.
EPOS Card Co., Ltd.
MRI Co., Ltd.
ZERO FIRST Co., Ltd.

Nakano-ku, Tokyo

AIM Create Co., Ltd.
M & C Systems Co., Ltd.
Marui Facilities Co., Ltd.
Marui Home Service Co., Ltd.
Moving Co., Ltd.

Toda-shi, Saitama Prefectureii. Stores
PrefectureStore NameTokyo

Shinjuku, Marui City Ikebukuro, Shibuya, Kinshicho, Ueno Marui, Kitasenju
Marui, Yurakucho Marui, Nakano Marui, Kichijoji, Machida Marui, Kokubunji
Marui

Kanagawa

Marui City Yokohama, Kawasaki, Marui Family Mizonokuchi, Marui Family
Ebina

SaitamaOmiya, Soka Marui, Marui Family Shiki
Chiba
Kashiwa
Ibaraki
Mito
Shizuoka
Shizuoka
Osaka
Namba Marui
Hyogo
Kobe Marui
Kyoto
Kyoto Marui*Hakata Store will open in spring 2016(9) Matters concerning Employees
Business Category
Retailing and Store Operations
Credit Card Services
Retailing-Related Services
All of the Group (in common)(Number of Person)
4,253
648
882
183

Comparison with
the Previous Fiscal Year End(Number of Person)
205 (decrease)124 (increase)26 (decrease)28 (decrease)

5,966

135 (decrease)

Number of Employees

Total(English Translation)―9―Notes:1. The numbers of employees shown do not include part-time employees. Average number of parttime employees during the fiscal year (calculated by using monthly work hours as standard) is
1,976.
2. All of the Group (in common) is the number of employees in corporate management departments
which cannot be categorized to specific segments.
(10) Main Loan Lenders
Lenders

Outstanding Balance(Millions of yen)

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Sumitomo Mitsui Banking Corporation

68,90023,500Mitsubishi UFJ Trust and Banking Corporation

19,500Mizuho Bank, Ltd.

15,300

The Bank of Yokohama, Ltd.

4,900

Note: The above amounts do not include syndicated loans (Total of 10 billion yen).
2. Matters concerning the Shares of the Group(1) Total Number of Shares Authorized to be Issued: 1,400,000,000 shares(2) Number of Shares Issued and Outstanding: 318,660,417 shares (including 44,901,353 shares oftreasury stock)(3) Number of Shareholders: 24,209 shareholders(4) Principal Shareholders（Top 10）
Registered Name
The Master Trust Bank of Japan, Ltd. (Trust Account)

Number of SharesHeld(thousand shares)
24,041

Percentage ofShareholding%
8.8

Japan Trustee Services Bank, Ltd. (Trust Account)

22,016

8.0

Atom Corporation

6,622

2.4

Aoi Real Estate Company

6,019

2.2

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

5,808

2.1

Northern Trust Company (AVFC) Account Non-Treaty

5,030

1.8

Juniper

4,636

1.7

Toho Co., Ltd.

3,779

1.4

BNP Paribas Japan

3,584

1.3

Aoi Scholarship Foundation

3,164

1.2

Notes:
1. The Company holds 44,901 thousand shares of treasury stock but is excluded from the above
principal shareholders.
2. Calculations of percentage of shareholding are based on the total number of issued and outstanding
shares excluding the treasury stock.

(English Translation)― 10 ―

3. Matters concerning Subscription Rights to Shares(1) Subscription Rights to Shares Held by the Directors Issued in Consideration of Duty as of the Endof This Term
Class andNumberofAmount Paid Exercise
Name of
Number of
Number of
Shares to Be
forPrice ofSubscription Rights
Subscription
Holders
Issued Upon
Subscription Subscription
Exercise Period
Rights to(External
to Shares
Exercise of
Rights to
Rights toSharesDirector)(Issue Date)
Subscription
SharesSharesRights to Shares
Subscription
From April 1,
Common Stock
Rights to
7 persons 1,007 yen
1 yen per2014 to279 rights of the Company
Shares, 2013
(0 person) per share
share
March 31, 2024
27,900 shares(July 11, 2013)
Notes: Conditions for exercise of subscription rights to shares:
1. Holders of subscription rights to shares must be Directors, Audit & Supervisory Board Members
or Executive Officers of the Company or subsidiaries of the Company when they exercise
subscription rights to shares. In the event that a holder of subscription rights to shares loses the
position of Director, Audit & Supervisory Board Member or Executive Officer due to thematurity of office or any other due reason, the holder may exercise the rights within five (5) years
following the day on which the holder lost the position.
2. Notwithstanding paragraph (1) above, in the event that a proposal to approve a merger in which
the Company becomes the non-surviving company, a proposal to approve a corporate split
agreement or plan in which the Company becomes the split company, or a proposal to approve ashare exchange agreement or plan in which the Company becomes the wholly-owned subsidiary,is approved at the general meeting of shareholders of the Company (or is resolved at the Board of
Directors of the Company, if a resolution of the general meeting of shareholders is not required);
the holder may exercise the rights within 30 days following the day on which said approval was
given.
3. Any other conditions shall be as provided in the “Subscription Rights to Shares Allotment
Agreement” to be concluded between the Company and the holder of subscription rights toshares.
(2) Subscription Rights to Shares Held by the Executive Officers Issued in Consideration of Duty
during This Term
Class andNumberofAmount Paid Exercise
Name of
Number of
Shares to Be
forPrice ofSubscription Rights
Subscription
Number ofIssued Upon
Subscription Subscription
Exercise Period
Rights to
Granteeto Shares
Exercise of
Rights to
Rights toShares(Issue Date)
Subscription
SharesSharesRights to Shares
Subscription
From April 1,
Common Stock
Rights to
1,007 yen
1 yen per2014 to105 rights of the Company 5 persons
Shares, 2013
per share
share
March 31, 2024
10,500 shares(July 11, 2013)
Note: Conditions for exercise of subscription rights to shares are the same as (1).

(English Translation)― 11 ―

4. Matters concerning Officers of the Group(1) Names of Directors and Audit & Supervisory Board Member of the Group
Name
Hiroshi Aoi

Motohiko Sato

Position in Charge and Important Position of
Other Organizations Concurrently Assumed

Position
President andRepresentative Director,
Executive Officer and Group
Representative
Senior Managing Director,
Senior Managing Executive
Officer

In charge of Corporate Planning, Finance,
Card Business and Information System
In charge of Retailing and Store Operations
President and Representative Director,
Marui Co., Ltd.
President and Representative Director, Fuji
Kyuko Co., Ltd.
External Audit & Supervisory Board
Member, Yamanashi Chuo Bank, Ltd.
In charge of CSR Promotion, Real EstateBusiness & Architecture
President and Representative Director,
Moving Co., Ltd.
President and Representative Director,
Nakano Suncuore Co., Ltd.
President and Representative Director,
Totsuka Commercial Buildings Management
Co., Ltd.

Masao Nakamura

Managing Director, Managing
Executive Officer

Koichiro Horiuchi

Director

Takashi Wakashima

Director,
Executive Officer

Tomoo Ishii

Director,
Executive Officer

General Manager, Personnel Division
In charge of Audit and General Affairs

Toshikazu Takimoto

Director,
Executive Officer

President and Representative Director, EPOS
Card Co., Ltd.
President and Representative Director,
ZERO FIRST Co., Ltd.

Nariaki Fuse

Director,
Executive Officer

President and Representative Director,
M & C Systems Co., Ltd.

Michitaka Mukohara

Audit & Supervisory Board
Member (Full time)

Yoshihide Kikuchi

Audit & Supervisory Board
Member (Full time)

Tadashi Ooe

Audit & Supervisory Board
MemberAttorney
External Audit & Supervisory Board
Member, Canon Inc.
External Director, JECO Co., Ltd.

Audit & Supervisory Board
MemberTax Accountant
External Audit & Supervisory Board
Member, Totenko Co., Ltd.
External Audit & Supervisory Board
Member, Kawada Technologies, Inc.

Takehiko Takagi

Notes:
1. Of the Director, Mr. Koichiro Horiuchi is an External Director and the Group has submitted a
notification designating him as independent director/ audit & supervisory board member to Tokyo
Stock Exchange, Inc.
2. Of the Audit & Supervisory Board Member, Mr. Tadashi Ooe and Mr. Takehiko Takagi are bothExternal Audit & Supervisory Board Member and the Group has submitted a notification(English Translation)― 12 ―

designating them as independent director/ audit & supervisory board member to Tokyo Stock
Exchange, Inc.
3. There is no special interest between other organizations where Director, Mr. Koichiro Horiuchi and
Audit & Supervisory Board Members Mr. Tadashi Ooe and Mr. Takehiko Takagi concurrently
assume the office, and the Group.
4. Audit & Supervisory Board Member, Mr. Tadashi Ooe is a qualified Attorney and is well-versed to
Corporate Law.
5. Audit & Supervisory Board Member, Mr. Takehiko Takagi is a Certified Public Tax Accountant
and has an appreciable extent of knowledge in finance and accounting.
6. Mr. Takashi Wakashima assumed the positions of Representative Director, President of Totsuka
Commercial Buildings Management Co., Ltd. as of April 15, 2013, and of Representative Director,
President of Nakano Suncuore Co., Ltd. as of June 8, 2013.
7. There was a change in director’s position, duty and occupation on April 1, 2014.
Name

Tomoo Ishii

Previous

Present

Director, Executive Officer
General Manager, Personnel Division
In charge of Audit, General Affairs

Director, Executive Officer
General Manager, Personnel
Division
In charge of Audit, General Affairs,
Healthcare Promotion(2) Remuneration, etc. to Directors and Audit & Supervisory Board Members
Number of Persons
Category
Total Amount of Remuneration
subject to Payment(Millions of yen)

Director
8
214(External Director)(1)(10)
Audit & Supervisory
Board Member (External
450
Audit & Supervisory(2)(15)
Board Member)
Total
12
264
Notes:
1. Basic remuneration for Directors with the resolution at the General Meeting of Shareholders has theceiling amount of 300 million yen per year (remuneration for Directors does not include a salary
portion payable to Directors who concurrently are employees of the Company.). In addition,
remuneration for Director (Other than External Directors) by Subscription Rights to Shares as
Stock Options has the ceiling of 100 million yen per year. (Resolution Date of the General
Meeting of Shareholders: June 27, 2012)
2. Basic remuneration for Audit & Supervisory Board Member with the resolution at the General
Meeting of Shareholders has the ceiling amount of 6 million yen per month. (Resolution Date of
the General Meeting of Shareholders: April 28, 1987)
3. The above Remuneration and Other Amounts include 28 million yen of Subscription Rights toShares granted to seven (7) Directors (Other than External Directors) as Stock Compensation-Type
Stock Options.
4. In addition to above payments, 34 million yen was paid to two (2) directors from subsidiary of theCompany.

(English Translation)― 13 ―

(3) Information on External Officers
i. Principal Activities of External Director and External Audit & Supervisory Board Members
Activities of External Director andPosition
Name
Audit & Supervisory Board Member

Director

Koichiro Horiuchi

Attended all 11 meetings of the Board of Directors held during
the fiscal year under review. Raised questions and madecomments, mainly from the perspective of his long experience
as a senior manager, and, as necessary, expressed his opinions
in a timely and appropriate manner.

Tadashi Ooe

Attended 10 of the 11 meetings of the Board of Directors andall 15 meetings of the Audit & Supervisory Board held during
the fiscal year under review. Expressed his opinions in a timely
and appropriate manner based mainly on his professional
knowledge as an attorney. In addition, held meetings
periodically with the Representative Director; exchanged
opinions regarding risks confronting the Company, major
issues related to auditing of the Company, and other matters;
and is working to deepen mutual understanding and trust.

Takehiko Takagi

Attended 10 of the 11 meetings of the Board of Directors andall 15 meetings of the Audit & Supervisory Board held during
the fiscal year under review. Expressed his opinions in a timely
and appropriate manner based mainly on his professional
knowledge as a Certified Public Tax Accountant. In addition,
held meetings periodically with the Representative Director;
exchanged opinions regarding risks confronting the Company,
major issues related to auditing of the Company, and othermatters; and is working to deepen mutual understanding andtrust.

Audit &
Supervisory Board
Member

ii. Outline of the Content of the Liability Limitation Contracts
The Company concludes contracts with its External Directors and External Audit & Supervisory
Board Members to limit their liability for damages, as provided for under Article 423-1 of theCompanies Act. Based on these contracts, a ceiling is placed on the amount of liabilities which isequivalent to the minimum amount of such liabilities as determined by law.

(English Translation)― 14 ―

5. Matters concerning Accounting Auditors(1) Name of Accounting Auditors of the Group

KPMG AZSA LLC(2) Remuneration, etc. to the Accounting Auditors during the Fiscal Year under review
1. Remuneration paid for services rendered as accounting auditors for the fiscal year under review.
98 million yen
2. Total cash and other remuneration to be paid by the Company and its subsidiaries to the accounting
auditors.
136 million yen
Note: In the audit contract between the Company and its accounting auditors, remuneration paid foraudits under the Companies Act and audits under the Financial Instruments and Exchange Act
are not clearly distinguished and cannot be practically separated. Therefore, the total amountsof remuneration, etc. paid to the accounting auditors are stated in 1 and 2 as the amount of
remuneration, etc. for the fiscal year under review.
(3) Content of Non-Auditing Activities
The Company and its subsidiaries call upon the accounting auditors to conduct work related to theprovision of letters of comfort in connection with corporate bond issuance.
(4) Policy Regarding the Dismissal or Refusal to Reappoint the Accounting Auditor
When the Company has a reason or need of its own and in other cases, such as those instances where
the accounting auditor is deemed to have infringed on or violated the Companies Act, the Certified
Public Accountants Act, and/or other laws and regulations or when the accounting auditor’s behavior isoffensive to public order and morals, the Company’s Audit & Supervisory Board will consider whether
to dismiss or refuse to reappoint the accounting auditors. When the Board of Audit & Supervisory
Board Member judges it appropriate to dismiss or refuse to reappoint the accounting auditor, under
Article 17-1 of the Rules of the Audit & Supervisory Board, it will request the Board of Directors to
submit a “Proposal for Dismissal or Refusal to Reappoint the Accounting Auditor” to the General
Meeting of Shareholders, and the Board of Directors will deliberate this proposal.
6.

Company’s System and Policy(1) System which ensures that the execution of duties by Directors complies with laws and ordinances
and the Articles of Incorporation, and the system which ensures that the Company’s business isduly executed.
The Company Group (the “Company Group” or sometimes the “Group”) will proceed with arrangement
for the internal control system from the viewpoint of carrying out the Company Group operation andpromote efficient operation with healthy and a high level of transparency.
i. System which ensures that execution of duties by Directors comply with laws and ordinances and the
Articles of Incorporation
a. Directors shall discharge legally and duly duties in accordance with the Directors’/ Audit & Supervisory
Board Members’ Internal Regulations and the Codes of Conduct of the Group.
b. The Board of Directors shall be in principle held ten times a year and supervise the execution of duties
by Directors.
c. Audit & Supervisory Board Members shall audit independently the execution of business by Directors
and Executive Officers in accordance with the Regulations of the Audit & Supervisory Boards.
d. Highly independent External Directors and External Audit & Supervisory Board Members shall beelected and the objectivity and transparency of operation shall be intended to be enhanced.

(English Translation)― 15 ―

ii. System for maintaining and controlling information regarding execution of business by Directors
a. The Company shall arrange the regulations for controlling documents, pursuant to which minutes of theBoard of Directors and other important documents related to the execution of business by Directors
shall be maintained.
iii. Regulations related to controlling risk of loss and other system
a. Director in charge of controlling risk shall be appointed and the General Affairs
Department shall be the office to promote the internal control system.
b. The Compliance Promotion Board shall control risk of the overall Group based on the details of
business, which are made to documents as a link to the internal control system.
c. Six committees (namely, Public Relation IR Committee, Environment CSR Promotion Committee,
Internal Control Committee, Personal Information Protection Promotion Committee, Safety Control
Committee and Insider Trading Prevention Committee) which were established to control high risk
fields in the course of operation, shall intend to improve speedily business and in advance prevent any
accident from occurring.
iv. System which ensures that Directors execute their duties efficiently
a. By a few Directors and due to a flat organization, speedy and due decision making shall be carried out.
b. Duties and power of Directors shall be definitively defined and execution of the duties shall be
undertaken efficiently and speedily by Executive Officers based on authority commissioned by the
Board of Directors.
v. System which ensures that financial report shall be made properlya. The policy and procedures covering the entire Company to ensure that financial report shall be carriedout properly, shall be presented and the proper arrangement and operation shall be secured.
b. A system intending to evaluate risks occurring inappropriate statements with respect to important itemsof financial report and reduce risks, shall be proceeded to be established.
c. A system for monitoring the internal control system with respect to financial report shall be properly
arranged and shall confirm the conditions and status of operation.
vi. System which ensures that employees shall execute business in compliance with laws and ordinances
and the Articles of Incorporationa. The Codes of Conduct of the Group shall be made fully known to employees of the Company so that all
employees with high ethics shall carry out healthy corporate activities.
b. Various manuals of the Company shall be upgraded to have employees comply with laws andordinances and the internal regulations of the Company to the fullest extent and employees shall be
educated as much as possible.
c. Marui Group Hot Line (internal notification system) was established in accordance with the purport of
the Whistleblower Protection Act and it is intended to prevent any problem from occurring in advanceand find any problem as soon as possible.
vii. Arrangement for system which ensures that corporate group consisting of the Company and its
subsidiaries execute duly their businesses
a. The details of business which each company of the Group stated on documents as a link to the internal
control system shall be reviewed continuously, at the same time the appropriate system shall be secured
upon constantly confirming updated situation and the newest information through the six committees.
b. Any and all undue demands by anti-social power threatening social order and safety shall be refused andany relationship with anti-social power shall be intercepted so that a system, which ensures that antisocial power shall be excluded with strong affiliation with external professional organizations such as(English Translation)― 16 ―

lawyers and police offices, shall be further arranged.
c. With respect to transactions between the Company and its subsidiaries, affiliation between Audit &Supervisory Board Members of subsidiaries and the Audit Department of the Company shall be further
deepened so that an audit system which ensures that proper transactions and due accounting treatment
shall be secured shall be arranged.
viii. Matters related to employee whom Audit & Supervisory Board Members request to appoint to assist
Audit & Supervisory Board Members in discharging their duties
a. Audit & Supervisory Board Members may give an instruction to the Audit Department to assist audit
duties.
ix. Matters related to independence of employee in viii. above from Directors
a. The Audit Department shall not be instructed by Directors with respect to any instruction for assistanceof audit duties made by Audit & Supervisory Board Members.
x. System under which Directors and employees report to Audit & Supervisory Board Members andsystem under which any report is made to Audit & Supervisory Board Members
a. The internal audit system shall be reinforced and supporting function for Audit & Supervisory Board
Members shall be strengthened.
b. Directors and employees shall make report to Audit & Supervisory Board Members as soon as possible
when Directors and employees know any undue conduct, any fact which might infringe seriously any
company in the Group or any act violating any laws, ordinances or the Articles of Incorporation.
xi. Other system which ensures efficient audit to be carried out by Audit & Supervisory Board Members
a. The Board of Directors shall seriously cooperate with any request made by Audit & Supervisory Board
Members in connection with discharging their duties smoothly.
b. Representative Directors and Audit & Supervisory Board Members shall have a meeting regularly andmutually confirm the status of executing business or discharging duties.
c. Audit & Supervisory Board Members may attend the Board of Directors’ and other importantmanagement meetings as necessary to grasp the process under which important decision-making is
processed and the status of executing business.
d. Audit & Supervisory Board Members may receive the provision of report or information from Directors
and employees as necessary and inspect materials and records.
(2) Basic policy toward controlling the company
i. Basic policy toward any person(s) who should have control in determining the Company’s policy
toward finance and businessWith respect to the person who should have control in determining the Company’s policy toward financeand business, the Company desires that the person who should secure and enhance corporate value andcommon interest of shareholders of the Company falls under the aforesaid person.
Furthermore, it is imperative that the Company should be managed stably upon fully understanding theCompany’s corporate idea and management resources on a basis of long- and mid-term for the purpose ofenhancing corporate value and common interest of shareholders of the Company.
At present, the Company has exerted its best efforts to operate its business amid extremely severe
competition in the retail industry to secure and enhance corporate value and common interest ofshareholders of the Company. However, although the capital market in Japan is told that it has been legally
adjusted and arranged to a certain extent, a large scale of shares of a listed company might, in the(English Translation)― 17 ―

Company’s judgment, be highly possibly purchased unilaterally without having sufficient negotiation, or
process for an agreement with the targeted company in the Japanese capital market.
It goes without saying that as far as the Company is a listed company, it is the principle that a purchase andsale of the Company’s shares should be conducted at the complete discretion of shareholders and investors.
Even if an acquisition of a large scale of shares is intended to be conducted, the Company believes that the
judgment on whether or not to allow such acquisition to proceed should be left finally to shareholders.
Accordingly, the Company does not negate it if it contributes to the enhancement of corporate value andcommon interest of shareholders of the Company.
However, there might exist an acquisition of a large scale of shares which does not contribute to theenhancement of corporate value and common interest of shareholders of a targeted company, such as an
acquisition after which, judging from the purpose of the acquisition, the targeted company will not be
intended to be managed seriously and reasonably, which will threaten the targeted company to incur
unrecoverable damage, an acquisition which might force practically shareholders to sell their shares, or an
acquisition with respect to which a sufficient time and required information have not been provided toshareholders and the board of directors of the targeted company to enable them to examine the terms andconditions of the acquisition or the board of directors to make an alternative proposal.
The Company deems any of the aforesaid purchasers inappropriate as a person who should have control indetermining the Company’s policy toward finance and business.
ii. Details of the measures contributing to realization of the Basic Policy(a) Measures by which corporate value and common interest of shareholders of the Company is secured
and enhanced
The Company group is a corporate group supporting “all people’s life style having young mind” throughthree (3) segments, namely retailing and store operations, credit card services and retailing-related services
based on the corporate philosophies that are “keeping developing for the purpose of being useful tocustomers” and “people’s growth equals to the corporate growth”. Through business operation,emphasizing on being useful to the shareholders, customers, business partners and people in the local
communities, the Company will target to be a corporate group to be trusted furthermore by these parties.
The Company group has drawn up a mid-term management plan for the three-year period through to fiscal
year 2016 and will strive to realize long-term profit through effective use of the management resources of
the Group in order to achieve consolidated operating income of 36,000 million yen or more and ROE of
6% or higher.
In 2007, in the light of promoting the group strategy flexibly and defining the assignment, the Company
moved to adopt a holding company system so that it started the Company group management on a fullfledged basis. Activating the management resources, the Company group has been promoting its peculiar
Trinity business model, which integrates “stores, credit cards and the Web” and generates synergy effects.
First of all, with respect to the retailing and store operations business, the Company engaged in “Retailrenovation” in that in response to needs and feeling of the value on products common to customers over thegenerations, a wide variety of services are being provided on the basis of the fundamental concept “Being
fashionable × Sharing common values × Being reasonably priced”. With respect to “Renovation of
products” engaged prior thereto, in compliance with changes in the feeling of value and lifestyle, theCompany group engaged in expansion of new private brand products added by comfortableness andfunctionality in addition to fashionable sense. Next, with respect to “Renovation of sales floor”, based on(English Translation)― 18 ―

the characteristic and function of products, the presentation and display were reviewed and replaced so thatmany customers over the generations now find it easier to understand products. Furthermore, with respect
to “Renovation of store opening”, the Company group proceeded to open a store together with customers
so as to expand sundries and drinks and foods, invite shops selling at reasonable prices, reorganize andexpand own sales floor. The Company group intends to open a store with respect to which a number ofvisiting customers and profits would be balanced. From now on, the Company group proceeds to convert toincrease the number of tenants based on real estate lease agreements from the current purchase and sales
operation so that sales and net income will be improved and become stable by virtue of heightened
attraction of stores through the expansion of product categories and enrichment of products mixture.
Moreover, management resources will be collectively invested in highly independent shops and brands in
Marui’s sales floor to be converted to more profitable and competitive specialty shops and furthermore, theCompany group will open specialty shops outside Marui stores.
Moreover, while the Company group has developed to open large-scale stores mainly in prime locations in
the Tokyo metropolitan area for many years, it is taking a “scrap and build” approach toward stores that are
to be closed for not living up to customers’ expectations with regard to their scale or facilities so as tomake the network of stores more efficient. The Company group steadily continued to open new stores inlarge-scale locations in nation-wide Japan, changed from the area previously centered in Kanto district,such as in Kobe in 2003 and in Namba, Osaka in 2006 and in Kyoto in 2011. In spring 2016, opening of astore was determined at Hakata-Ekimae, Fukuoka, the first store in Kyushu region, further evolving
various measures in the past to develop stores with the cooperation with customers. The Company groupwill examine actively to open new stores in large-scale cities and locations hereafter.
Furthermore, with respect to the Web online shopping which is expected to grow fast, the Company groupproceeds mainly with “Marui web channel” and “Voi”, an online shopping magazine.
In addition, the Company group has developed the convenient services through integration of stores, credit
cards and the Web. Such services include the integrated management of inventories at physical stores andfor online shops, the establishment of the Marui Web Channel Park services that a customer may fit on orreceive a product purchased through the Web sales at stores, and commonalization of IDs of EPOS cards
and that of online services.
Moreover, following shoes specialty site, bag specialty site was open. “Rakuchinbin” was introduced forthe convenience of customers to try on at home by which shoes are delivered to and returned by a customer
free of charge and research function was introduced to select coordination with cloth. Services are soenriched in response to customers’ requests so that enhanced and convenient services are available.
Next, with respect to credit card business, in 1960 the Company group issued the first credit card in Japan,
using the word “credit” to replace the traditional word “Geppu” (monthly installation payment). Thereafter,
the Company group evolved to handle renovating measures such as the on-the-spot issuance of credit cards
at stores and materialization of an online system over all of its stores, thus engaged in innovative
operations in the retail industry in Japan. Since 2006, the Company group has issued EPOS cards retaining
the conventional good aspects adherent to house cards added by the versatility of the Visa brand, which are
now held by 5,420 thousand customers. In addition to Gold Cards and Design Cards which have been
issued since 2008, the Company group issued Platinum Cards in 2011. Points gained in Gold Cards andPlatinum Cards have become able to be changed with no time limit and Gold Cards have been issued
immediately at the front desk of Marui stores since 2012. The Company group pursues to expand the(English Translation)― 19 ―

number of cardholders, the number of customers using the said credit cards as main credit cards and theamount used through issues of credit cards utilizing tablet terminals in each of Marui stores, and throughpromotion of issue of Marui’s own affiliated “collaboration cards” at stores other than Marui stores.
Hereafter the Company group will increase the issue of credit cards other than at Marui stores so as toextend across the nation.
The Company actively proceeded to acquire shares of the Company with a view to returning profits toshareholders and enhance the capital efficiency for many years. In fact, the Company commenced topurchase its shares in 2002 and acquired a total of 96 million shares until March 31, 2009. The Company
cancelled 50 million treasury stock (representing approximately 14% of the total issued shares) in the fiscal
year ended March 31, 2008. The Company hereafter aims to enhance the corporate value throughincreasing operating revenues and earnings and carrying out flexible capital policy. With regard to
dividend, the Company considers that returning profit to shareholders as an important management issue
and will endeavor to return profits to shareholders under the fundamental dividend policy; that is, tocontinue to allocate appropriate profits to shareholders. Specifically, the Company uses the consolidated
payout ratio of 30% or higher as a guide and will return profit to shareholders taking into consideration
business result trends and financial conditions, etc.
(b) Measures toward social responsibility
The Company intends to continue to be a corporate group to be trusted by shareholders, customers,
business partners, people in the local communities and the employees. The Company group has promoted
carrying out various social contribution activities such as the establishment of safe and secure sales systemand compliance with laws and ordinances including protection of personal information and preservation ofenvironment so as to discharge actively corporate social responsibilities. The Company will further
enhance the corporate value of the Company by virtue of responding to increasingly defined demands forsocial responsibilities.
(c) Measures toward enforcing corporate governance
The Company considers that healthy and fair management is placed in the first priority; the corporate
governance in principle facilitates stably to enhance the corporate value and common interests ofshareholders on a long-term basis. As part of such enhancement, the Company has shortened the terms ofoffice of Directors to one year. In the light of enforcing the supervisory functions and proceeding highly
transparent management, the Company adopted to increase the number of External Directors by one (1) tototal of two (2) External Directors at this General Meeting of Shareholders. Thus, the Company will
hereafter further strengthen the corporate governance.
iii.Measures by which inappropriate person should be excluded from controlling the Company
The Company deemed the measures stated in ii. above as its principle and will seek for maximizing
corporate value and common interest of shareholders of the Company, but an acquisition of a large scale ofshares which will not contribute to corporate value and common interest of shareholders of the Company
might be conducted. The Board of Directors of the Company at its meeting held on May 13, 2011 resolved
upon the renewal of the “measures against conduct for acquisition of a large scale of shares of theCompany (anti-takeover measures)” with formal amendments complying with a change to electronic sharesfrom share certificate and other required alterations (amended plan to be called the “Plan”), which was
further approved by shareholders at the 75th Ordinary General Meeting of Shareholders of the Company
held on June 29, 2011.

(English Translation)― 20 ―

In the event that an acquisition of a large scale of shares is conducted, for the purpose of enabling
shareholders to make appropriate judgment or the management of the Company or the Independent
Committee of the Company to negotiate or discuss with the acquirer, the Plan purports to secure necessary
and sufficient information and time to be provided by the acquirer so that corporate value and common
interest of shareholders of the Company is secured and enhanced.
The Plan is applicable to the following cases: (a) purchases of shares, etc. of the Company resulting in theacquirer to hold 20% or more; or (b) a tender offer resulting in the acquirer to hold 20% or more of theCompany’s shares, etc. together with a number of percentages of shares, etc. of the Company’s shares, etc.
held by the specially related person(s) (the “Purchases, etc.”).
In the event that the Purchases, etc. is to be conducted, a person conducting the Purchases, etc. (the“Purchaser, etc.”) shall in advance submit a document stating information necessary to examine the content
of the Purchases, etc. and undertaking to comply with the terms and conditions of the Plan to the Board of
Directors of the Company. Then, information provided by the Purchaser, etc., an opinion of the Board of
Directors and materials on which the opinion was based and an alternative proposal prepared by the Boardof Directors shall be submitted to the Independent Committee composed by independent External Directorand External Audit & Supervisory Board Member, which proceeds to investigate and evaluate the same.
The Independent Committee shall evaluate or investigate the content of the Purchases, etc., examine thealternative proposal submitted by the Board of Directors, directly or indirectly negotiate with thePurchasers, etc., and make disclosures, etc. to shareholders, whenever necessary upon receiving advice
from independent third parties (including financial adviser, certified public accountants, lawyers,
consultants, other professionals).
In the event that the Purchasers, etc. have not complied with the procedures stipulated in the Plan, or the
Independent Committee deems the Purchases, etc. to fall under any of the requirements of the Plan such as
the case in which the Purchases, etc. might explicitly infringe corporate value and common interest ofshareholders of the Company, the Independent Committee shall make a recommendation to the Board of
Directors to carry out gratis allotment of stock acquisition rights.
The Board of Directors as an organization under the Companies Act shall adopt a resolution whether or not
gratis allotment of stock acquisition rights should be carried out upon respecting the recommendation of the
Independent Committee to the fullest extent. In the event that the Company adopts a resolution to carry out
gratis allotment of stock acquisition rights upon respecting the recommendation of the Independent
Committee to make gratis allotment of stock acquisition rights, the Company shall convene the General
Meeting of Shareholders and confirm the intention of shareholders (excluding a case in which thePurchasers, etc. have not complied with the procedures stipulated in the Plan).
The Plan is in effect from the close of the 75th Ordinary General Meeting of Shareholders held on June 29,
2011 to the close of the General Meeting of Shareholders to be held in June 2014. However, even if prior to
the end of the effective period, in the event that the abolition of the Plan is approved by a majority of shareswith voting rights represented at the General Meeting of Shareholder of the Company or by a resolution of
the Board of Directors composed by Directors elected at the General Meeting of Shareholders of theCompany, the Plan shall be abolished at that time.
At the time of amendment of the Plan, since gratis allotment of stock acquisition rights is not carried out,
rights and interest of shareholders are not directly actually affected. On the other hand, in the event thatgratis allotment of stock acquisition rights is carried out, if shareholders did not exercise stock acquisitionrights nor made payment of cash equivalent to the exercise price, the values of shares of the Company heldby the shareholders would be diluted as a result of exercise of stock acquisition rights by other shareholders(excluding a case in which the Company delivers shares of the Company to shareholders in exchange foracquiring stock acquisition rights from shareholders other than unqualified persons). Furthermore, even if
gratis allotment of stock acquisition rights has once been approved to be carried out, in the event that theCompany suspends to carry out gratis allotment of stock acquisition rights or determines to acquire stock(English Translation)― 21 ―

acquisition rights free of charge from allotted shareholders in accordance with the terms and conditions of
the Plan, the value of each share is not diluted. Accordingly, shareholders who sold or purchased shares in
anticipation of shares of the Company diluted would be subject to loss corresponding to the fluctuation ofmarket price of the Company’s shares.
For further details of the Plan please refer to the “Measures (Anti-takeover Measures) Concerning LargeScale Purchase Action of Shares of the Company” (only in Japanese) dated May 13, 2011.
(http://www.0101maruigroup.co.jp/pdf/settlement/11_0513/11_0513_1.pdf)
iv.Judgment and reason thereof of the Board of Directors of the Company on the detailed measures
The measures stated in Paragraphs ii. and iii. above were introduced for the purpose of securing andenhancing corporate value and common interest of shareholders of the Company, in conformity of the basic
policy of the Company. In particular, the Plan has been introduced upon approval at the General Meeting of
Shareholders, provided with reasonable and objective requirements, requires that judgment by the
Independent Committee constituted by independent External Director and Audit & Supervisory Board
Member should be respected to the fullest extent. The Independent Committee may obtain advice fromprofessional third parties. Since the term of office of Directors is one year, through the election of Directors
every year shareholders may cause their intention reflected on the Plan. The fairness and objectivity of thePlan is pledged by the provisions of the Plan that the General Meeting of Shareholders or the Board of
Directors may at any time abolish the Plan. The Plan does not infringe corporate value and common
interest of shareholders of the Company nor purports to cause the positions of Directors maintained.
Amounts and shares in this business report have been rounded down to the nearest display unit. Ratio etc., are rounded off tothe nearest display digit.

(English Translation)― 22 ―

Consolidated Balance Sheets(As of March 31, 2014)(Millions of yen)

Item

AmountItem

Intangible assets
Software
Other

6,625

Liabilities
Current liabilities
Accounts payable-trade
Short-term loans payable
Current portion of bonds
Commercial papers
Income taxes payable
Provision for bonuses
Provision for point card certificates
Reserve for loss from redemptionof gift certificates
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
Deferred tax liability
Provision for loss on interest
repayment
Provision for loss on guarantees
Asset retirement obligations
Other

5,497

Total liabilities

1,127

Net assets

Investments and other assets
Investment securities
Guarantee deposits
Deferred tax assets
Other

67,78624,21337,735
3,285
2,552

AssetsCurrent assets
Cash and deposits

414,542

Notes and accounts receivable-trade

30,064
6,323

Accounts receivable-installment

213,466

Operating loans

125,215

Merchandise

19,285

Deferred tax assets

9,122

Other

18,503

Allowance for doubtful accounts(7,440)Noncurrent assets
Property, plant and equipment
Buildings and structures
Land
Construction in progress
Other

249,476
175,064
67,062
99,402
162
8,436

Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Subscription rights to shares
Minority interests

Total assets

664,019(English Translation)― 23 ―

Amount169,740
29,97571,32420,00012,000
2,211
4,016
2,813
150
27,250178,389
82,00079,500
1,214
6,870
123
536
8,144
348,130
309,669
35,92091,307236,274(53,832)
5,776
5,776
39
402

Total net assets

315,889

Total liabilities and net assets

664,019

Consolidated Statement of Income(From April 1, 2013 to March 31, 2014)(Millions of yen)

Item

AmountTotal operating revenues
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividends income
Gain on bad debts recovered
Gain on donation of noncurrent assets
Other
Non-operating expenses
Interest expenses
Other
Ordinary income
Extraordinary loss
Loss on retirement of noncurrent assets
Loss on closing of stores
Other
Income before income taxes and minority interests
Income taxes-current
Income taxes-deferred
Income before minority interests
Minority interests in income
Net income(English Translation)― 24 ―

416,460
260,733
155,726
128,579
27,146
125
417
1,112
726
253
1,828
254

2,635

2,083
27,698

1,381
162
77
3,331
7,314

1,621
26,076
10,646
15,43020
15,409

Consolidated Statement of Changes in Net Assets(From April 1, 2013 to March 31, 2014)(Millions of yen)
Shareholders’ Equity
CapitalStock
Balance as of April 1, 2013

CapitalSurplus35,920Retained
Earnings

91,307

Total
Shareholders’EquityTreasuryStock

225,554(53,889)

298,893

Changes in the Fiscal Year:
Dividends(4,653)(4,653)Net Income

15,40915,409Acquisition of Treasury Stock
Disposition of Treasury Stock(35)

Transfer of Gain on
Disposition of Treasury Stock

35

Other
Changes in Items Other thanShareholders’ Equity-Net
Total Changes in the Fiscal
Year
Balance as of March 31, 2014

(2)

(2)

59

24

(35)

―

(0)

(0)

―

―

10,72056

10,77635,92091,307236,274(53,832)

309,669(Millions of yen)
Accumulated Other Comprehensive
IncomeBalance as of April 1, 2013

Valuation Difference
on Available-for-Sale
Securities

Total Accumulated
Other Comprehensive
Income

4,744

4,744

Subscription
Rights toSharesMinority
Interests

Total
Net
Assets25

389

304,051

Changes in the Fiscal Year:
Dividends(4,653)Net Income

15,409Acquisition of Treasury Stock(2)

Disposition of Treasury Stock24

Transfer of Gain on Dispositionof Treasury Stock

―

Other

(0)

Changes in Items Other thanShareholders’ Equity-Net

1,032

1,032

14

13

1,060

Total Changes in the Fiscal Year

1,032

1,032

14

13

11,837

Balance as of March 31, 2014

5,776

5,776

39

402

315,889(English Translation)― 25 ―

Notes to Consolidated Financial Statement
1.

Significant Matters on the Basis for the Preparation of the Consolidated Financial Statements(1) Scope of consolidationi.) Number of consolidated subsidiaries: 10
Names of principal consolidated subsidiaries:
Marui Co., Ltd., EPOS Card Co., Ltd., MRI Co., Ltd., ZERO FIRST Co., Ltd., AIM Create
Co., Ltd., M & C System Co., Ltd., Marui Facilities Co., Ltd., Moving Co., Ltd., Marui Home
Service Co., Ltd.
As EPOS Guarantee Co., Ltd. completed its liquidation during the current consolidated fiscal
year, it is excluded from the scope of consolidation.
(Additional Information)
At the Board of Directors Meeting held on February 28, 2014, the Group resolved theabsorption-type merger of the consolidated subsidiary ZERO FIRST Co., Ltd. with the Group’s
wholly-owned subsidiary EPOS Card Co., Ltd. being the surviving entity. The date of themerger (effective date of merger) is scheduled to be October 1, 2014.
ii.) Names of non-consolidated subsidiaries:
Marui (Shanghai) Co., Ltd., Epos S.S. Insurance Co., Ltd., Marui Kit Center Co., Ltd.
Kitasenju Urban Development Co., Ltd., Totsuka Commercial Buildings Management Co.,
Ltd., Shiki Urban Development Co., Ltd.
Epos Small Amounts and Short Term Reserve CO., LTD. changed its name to Epos S.S.
Insurance Co., Ltd. on October 22, 2013.
Reasons for excluding non-consolidated subsidiaries from the scope of consolidation
The six non-consolidated subsidiaries above are excluded from the scope of consolidation
because each of the sums of their total assets, total operating revenues, net income (an amountprorated to ownership) and retained earnings (an amount prorated to ownership)has no
significant impact on the Company’s consolidated financial statements.
(2) Application of the equity method
The Company does not apply an equity method for the above six non-consolidated subsidiaries andthe following four affiliates: MIZONOKUCHISHINTOSHI Co., Ltd., Nakano Suncuore Co., Ltd.,
Yurakucho Ekimae Development Co., Ltd., Mito Urban Development Co., Ltd., because theirrespective net income/loss (an amount prorated to ownership) and retained earnings (an amountprorated to ownership) have no significant impact on the consolidated financial statements.
(3)

Summary of significant accounting policiesi.) Basis and method for valuation of significant assets(a) Inventories
Merchandise is valued at cost using the monthly weighted average method (carrying amount in thebalance sheet is calculated with consideration of write-downs due to decreased profitability).
(b) Securities
Available-for-sale securities for which fair values are available are valued at the quoted market
price prevailing at the end of each consolidated fiscal year (with any unrealized gains or losses
reported as a separate component of net assets at a net-of-tax amount and cost of sales determinedby the moving-average method). Available-for-sale securities for which fair values are notavailable are stated at cost using the moving-average method.
ii.) Method of depreciation and amortization of significant depreciable assets(a) Property, plant and equipment (excluding lease assets)
Property, plant and equipment are depreciated using the straight-line method.
(b) Intangible assets (excluding lease assets)(English Translation)― 26 ―

Intangible assets are amortized using the straight-line method, however, software for internal use isamortized using the straight-line method over the useful life estimated by the Company (notexceeding five years).
(c) Lease assets
Lease assets under financial lease contracts that do not transfer ownership of leased property to thelessee are depreciated using the straight-line method over the lease term with the residual value ofzero.
iii.) Basis for recognizing significant allowances and provisions(a) Allowance for doubtful accounts
The estimated uncollectible amounts are determined based on the historical rate of bad-debt losses
for general receivables and on the case-by-case analysis of recoverability for receivables withdefault possibility.
(b) Provision for bonuses
The portion of estimated bonus payments that is incurred during the current consolidated fiscal
year is recognized.
(c) Provision for point card certificates
Based on the balance of points awarded to card members outstanding at the end of the current
consolidated fiscal year, the amount expected to be used is recognized.
(d) Reserve for loss from redemption of gift certificatesIn order to provide for the loss on future exchange of gift and other certificates that have beenrecognized as revenue after a certain period has passed after their issuance, the amount estimatedto be exchanged in the future is determined based on past experiences track record.
(e) Provision for loss on interest repayment
The amount of consumer loan interest estimated to be repaid at the end of the current consolidated
fiscal year is recognized.
(f) Provision for loss on guarantees
In order to provide for the loss resulting from satisfying the guaranteed obligations relating toconsumer loans extended by financial institutions, the amount of loss estimated to have been
incurred at the end of the current consolidated fiscal year is recognized.
iv.) Other significant matters for the preparation of consolidated financial statements(a) Basis for recognizing revenues and expenses
Financial charges earned on installment sales and consumer loan interest income are recognized onan accrual basis by the method of charging on the declining balance of loans.
(b) Accounting treatment of consumption taxes
National and local consumption taxes are accounted for by the tax-excluded method.
(Additional Information)
Revision to amounts of deferred tax assets and deferred tax liability due to changes in taxation rateof corporate tax and others.
With the promulgation of “Act on Partial Revision of the Income Tax Act, etc.” on March 31, 2014,
special corporate tax for reconstruction will not be imposed from the consolidated fiscal year
starting on or after April 1, 2014.
Accordingly, the effective tax rate used in calculating deferred tax assets and deferred tax liability
for the current consolidated fiscal year has been changed from 38.0% of the previous consolidated
fiscal year to 35.6% for the temporary differences that are expected to be eliminated during theconsolidated fiscal year starting on April 1, 2014.
As a result, the amount of deferred tax assets (the amount after deducting the amount of deferred
tax liability) decreased by 651 million yen and the amount of income taxes-deferred posted in the
consolidated fiscal year under review increased by the same amount.

(English Translation)― 27 ―

2. Notes to changes in presentation method(Consolidated Statement of Income)Up to the previous consolidated fiscal year, “Sales on retailing,” “Revenues from credit card services” and“Revenues from retailing-related services” were presented as items under Total operating revenues inConsolidated Statement of Income. However, in order to enhance clarity of Consolidated Statement of
Income, only “Total operating revenues” will be presented starting the current consolidated fiscal year.
3. Notes to Consolidated Balance Sheets(1) Accumulated depreciation of property, plant and equipment(2) Guarantee liabilities
Loan guarantees for personal loans offered by financial institutions(3) Balance of securitized receivables(4) Accumulated reduction entry excluded national subsidy fromacquisition costs of tangible fixed assets

217,900 million yen
16,800 million yen
46,000 million yen
62 million yen

4. Notes to Consolidated Statement of Changes in Net Assets(1) Type and number of shares issued
Increase in Shares in
Decrease in Shares in
Number of Shares
Share Classthe
FiscalYear
the Fiscal Year
as of April 1, 2013
CommonStock318,660,417 shares

Number of Shares
as of March 31, 2014--

318,660,417 shares

Total Amount of
Dividend per ShareDividend

Record Date

Effective Date

March 31,2013

June 27, 2013

September 30,
2013

December 4, 2013

(2) Dividendsi.) Cash dividends paid
Resolution

Share Class(Millions of yen)

Ordinary General Meetingof Shareholders on June
26, 2013

Common stock

Board of Directors
Meeting on November 7,
2013

Common stock

2,189

(Yen)

8

(Millions of yen)

2,463

(Yen)

9

ii.) Dividends for which the record date falls in the current consolidated fiscal year, but the effective datecomes in the following consolidated fiscal year.
The item regarding dividend on common stock is being proposed as follows:
Resolution

Share Class

Ordinary General
Meeting of
Shareholders on June
26, 2014

Commonstock

Total Amount of Resource for
Dividend
Dividend(Millions of yen)

2,463

Retainedearnings

Dividend per
Share
(Yen)

9

Record Date

Effective Date

March 31, 2014

June 27, 2014

(3) The class and the number of shares underlying subscription rights to shares (excluding
subscription rights to shares of which the first day of their exercise period has not arrived) at
the end of the current consolidated fiscal year.
Common stock
2,600 shares
5. Notes to Financial Instruments(1) Matters concerning the status of financial instruments
The Group raises funds primarily through loans from financial institutions and bond issuance.
Temporary surplus funds are held in highly safe cash and bank deposits.
We strive to lower the customer credit risks relating to installment sales receivables and operating(English Translation)― 28 ―

loans in accordance with our rules on extending credit. All of the investment securities are stocks, andthe fair values of listed stocks are checked on a quarterly basis. Guarantee money deposited is mainly
in connection with lease agreements for stores.
Loans are used as working capital. Interest rate swap transactions are used for a part of long-termloans payable in order to reduce interest volatility risks. According to the Company’s policy, we
utilize derivative transactions solely for the purpose described above and not for speculative purposes.
(2) Fair value, etc. of financial instruments
Carrying amount in the consolidated balance sheets, fair value and net unrealized gain/loss of financial
instruments as of March 31, 2014 are shown in the table below.
(Millions of yen)

Consolidated Balance Sheets
Carrying Amount(1) Cash and deposits(2) Notes and accounts receivable-trade(3) Accounts receivable-installment
Allowance for doubtful accounts(4)

Operating loans
Allowance for doubtful accounts

(5)
(6)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)

Investment securities
Other securities
Guarantee deposits
Total assets
Accounts payable-trade
Short-term loans payable
Current portion of bonds
Commercial papers
Income taxes payable
Bonds payable
Long-term loans payable
Derivative instruments
Total liabilities

Notes: 1.

30,064
6,323
213,466(4,736)
208,730
125,215(2,273)
122,942
23,43011,329402,82129,97571,32420,00012,0002,211
82,00079,500297,011

Fair Value

Unrealized Gain/Loss

30,064
6,323-

231,321

22,591

136,298

13,35523,43011,049438,488
29,97571,32420,00012,0002,211
83,08979,438298,038(280)
35,666
1,089
(61)
1,027

Method of determining the fair value of financial instruments, and matters concerning
securities and derivative instruments
Assets(1) Cash and deposits and (2) Notes and accounts receivable-trade
For those items that are settled within short periods of time, the carrying amount is used asfair value because their fair value approximates their carrying amounts.
(3) Accounts receivable-installment and (4) Operating loans
Fair value of these items is determined at their present value by discounting, at the risk
free rate, their future cash flows that are adjusted for their credit risks identified in thecredit control process. With respect to receivables with default possibility, theunrecoverable amount is estimated based on the present value of their estimated future
cash flows. Their fair value thus is very close to the balance sheets amount at the end of
the consolidated fiscal year under review less the estimated unrecoverable amount. This
amount is therefore used as the fair value.
(5) Investment securities
Investment securities are measured at their quoted prices on the stock exchange.
(6) Guarantee deposits(English Translation)― 29 ―

Fair value of guarantee deposits is determined at the present value of their future cash
flows, discounted at a rate that equals the risk free rate, adjusted for credit risks.
Guarantee deposits that are expected to be repaid within one year are included.
Liabilities(1) Accounts payable-trade, (2) Short-term loans payable, (3) Current portion of bonds, (4)Commercial papers, and (5) Income taxes payable
These items are stated at their carrying amounts as they are settled within a short period oftime and their fair values are essentially the same as their carrying amounts.
(6) Bonds payable
Each bond is measured at the present value of the sum of the principal amount and interest
payments, discounted at a rate that takes into account the remaining period of the bondand credit risks.
(7) Long-term loans payable
Long-term loans payable with variable rates are stated at their carrying amounts as suchloans reflect the market interest rate in a short period of time and their carrying amounts
approximate fair value. Some of these loans are subject to the special treatment forinterest rate swaps (See Item (8) below). The sum of the principal amount and interest
payments that is treated in combination with such an interest rate swap is discounted at areasonably estimated interest rate that would be applicable to other similar loans.
Those with a fixed interest rate are measured by discounting the sum of the principal
amount and interest payments at an interest rate assumed to be applied if the same loans
were newly executed.
(8) Derivative instruments
The interest rate swaps that are subject to the special treatment are treated in combination
with long-term loans payable that are designated as the hedged items. Their fair value isthus presented as part of the long-term loans payable (See Item (7) above).
2.

As it is extremely difficult to determine the fair value of non-publicly traded stocks (at theamount of 782 million yen in the consolidated balance sheets) for which no market prices areavailable and the future cash flows cannot be estimated, they are not included in Item (5)Investment Securities above.
As it is also extremely difficult to determine the fair value of part of the lease deposits (at theamount of 28,058 million yen in the consolidated balance sheets) for which no market prices
are available and the future cash flows cannot be estimated, they are not included in Item (6)Guarantee deposits.

6. Notes to Real Estate for Rent and Others(1) Matters concerning the status of real estate for rent and others
Certain subsidiaries of the Company own commercial properties (including land) for rent in Tokyoand other areas.
(2) Matters concerning the fair value of real estate for rent and others
Consolidated Balance Sheets Carrying Amount(Millions of yen)
Fair Value

32,285

Notes: 1.

62,931

The amount shown in the consolidated balance sheets equals the cost less accumulated
depreciation and accumulated impairment loss.
2. Fair value at the end of the consolidated fiscal year under review is an amount based primarily
on real-estate appraisals including index-based adjustments by licensed outside real estateappraisers.

(English Translation)― 30 ―

7. Notes to Per Share Information(1) Net asset per share(2) Net income per share8.

1,152.28 yen
56.29 yen

Notes to Significant Subsequent Events
None applicable〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

The amounts shown in these consolidated financial statements were rounded down to the unit used forpresentation. Fractional percentages are rounded off to the nearest unit used for presentation.

(English Translation)― 31 ―

Non-Consolidated Balance Sheets(As of March 31, 2014)(Millions of yen)

Item

AmountItem

AssetsLiabilities

Current assets
Cash and deposits
Deferred tax assets
Short-term loans receivable fromsubsidiaries and affiliates
Other

170,730
20,097141
149,086

Noncurrent assets
Property, plant and equipment
Buildings
Structures
VehiclesFurniture and fixtures

409,487
1,405
18
2
7
1,377

Intangible assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Investments in capital ofsubsidiaries and affiliates
Deferred tax assets
Other

1,404

0
408,081
22,731
377,746
132
7,150
321

Current liabilities
Short-term loans payable
Current portion of bonds
Short-term loans payable tosubsidiaries and affiliates
Commercial papers
Accounts payable-otherAccrued expenses
Deposits received
Provision for bonuses
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
Other
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury stock
Valuation and translation
adjustments
Valuation difference on availablefor-sale securities
Subscription rights to shares
Total net assets

Total assets

Amount580,218

Total liabilities and net assets(English Translation)― 32 ―

143,610
71,20020,00039,10412,000
165
369
216
203
350
161,567
82,00079,50067
305,177
269,881
35,92091,30791,307
196,485
8,980
187,505
135,600
51,905(53,832)
5,120
5,120
39
275,041
580,218

Non-Consolidated Statement of Income(From April 1, 2013 to March 31, 2014)(Millions of yen)

Item

AmountOperating revenues

9,072

Operating expenses
Operating income
Non-operating income
Interest income
Dividends income
Other
Non-operating expenses
Interest expenses
Other
Ordinary income
Extraordinary loss
Loss on valuation of investments in capital ofsubsidiaries and affiliates
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
Net income

4,248
4,824

(English Translation)― 33 ―

1,798
410
20
1,875
218

2,229

2,093
4,959

76
0
13
9

77
4,882
22
4,860

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2013 to March 31, 2014)(Millions of yen)
Shareholders’ Equity
Capital Surplus

Retained Earnings

Capital
Stock

Legal
CapitalSurplus

Other
CapitalSurplus

Total
CapitalSurplus

Legal
Retained
Earnings

Other
Reserve

Retained Earnings
Brought Forward

35,92091,307-91,307

8,980

135,600

51,733

196,313

Dividends(2,189)(2,189)Dividends(interim )(2,463)(2,463)Net Income

4,860

4,860

(35)

(35)

Balance as of April 1,
2013
Changes in the Fiscal
Year:

Acquisition ofTreasury Stock
Disposition ofTreasury Stock
Transfer of Gain on
Disposition ofTreasury Stock
Change in Items
Other thanShareholders’Equity-Net
Total Changes in the
Fiscal Year
Balance as of March
31, 2014

(35)

(35)

35

35

Other Retained Earnings

Total Retained
Earnings

-

-

-

-

-

-

171

171

35,92091,307-91,307

8,980

135,600

51,905

196,485(English Translation)― 34 ―

(Millions of yen)
Shareholders’ Equity

Valuation and Translation Adjustments

Total
Treasury Stock Shareholders’EquityBalance as of April 1,
2013
Changes in the Fiscal
Year:
Dividends
Dividends(interim)
Net Income
Acquisition ofTreasury Stock
Disposition ofTreasury Stock
Transfer of Gain on
Disposition ofTreasury Stock
Change in Items
Other thanShareholders’Equity-Net
Total Changes in the
Fiscal Year
Balance as of March
31, 2014(53,889)

Valuation
Difference on
Available-for-Sale
Securities

269,652

4,254

Total Valuation
and Translation
Adjustments
4,254

Subscription Rights
Total Net Assets
to Shares

25

273,932(2,189)(2,189)(2,463)(2,463)

4,860

4,860

(2)

(2)

(2)

59

24

24

-

-

865

865

14

880

56

228

865

865

14

1,109

(53,832)

269,881

5,120

5,120

39

275,041(English Translation)― 35 ―

Notes to Non-Consolidated Financial Statements
1. Notes on Matters concerning Significant Accounting Policies(1) Basis and method for valuation of assets
Securities
Stocks in subsidiaries and affiliated companies are stated at cost using the moving average method.
Available-for-sale securities for which fair values are available are valued at the quoted market priceprevailing at the end of each fiscal year (with any unrealized gains or losses reported as a separate
component of net assets at a net-of-tax amount and cost of sales determined by the moving-averagemethod). Available-for-sale securities for which fair values are not available are stated at cost using
the moving-average method.
(2) Method of depreciation and amortization of noncurrent assets(a) Property, plant and equipment
Property, plant and equipment are depreciated using the straight-line method(b) Intangible assets
Intangible assets are amortized using the straight-line method. Software for internal use, however,is amortized using the straight-line method over the useful life estimated by the Company (notexceeding five years).
(3) Basis for recognizing provisions
Provision for bonuses
The portion of estimated bonus payments that is incurred during the current fiscal year is recognized.
(4) Other significant matters for the preparation of financial statements
National and local consumption taxes are accounted for by the tax-excluded method.
2. Notes to Non-Consolidated Balance Sheets(1) Accumulated depreciation of property, plant and equipment(2) Guarantee liabilities
Guarantee liabilities in respect to the amount of payables of theconsolidated subsidiaries, EPOS Card Co., Ltd. to their business partner(3) Receivables and payables to subsidiaries and affiliates
Short-term receivables
Short-term payables
3.

4.

Notes to Non-Consolidated Statement of Income
Transaction with subsidiaries and affiliates
Operating transactions
Operating revenues
Operating expenses
Non-operating transactions

794 million yen
10,716 million yen
149,203 million yen
39,279 million yen

9,072 million yen
929 million yen
1,897 million yen

Notes to Non-Consolidated Statement of Changes in Net Assets
Class and number of shares of treasury stock

Share Class
CommonStock

Number of Shares
as of April 1, 2013
44,948,289 shares

Increase in
Shares in the
Fiscal Year

Decrease in Sharesin the Fiscal Year2,591 shares

49,527 shares

Number of Shares
as of March 31, 2014
44,901,353 shares

Notes:
1. Shares of common stock held as treasury stock increased due to the purchase of 2,591 shares in
response to purchase demands for less than one unit.
2. Out of decreased shares of common stock held as treasury stock, a decrease of 49,400 shares wasdue to the exercise of stock options and 127 shares due to the sale of fractional shares.

(English Translation)― 36 ―

5. Notes to Tax Effect Accounting(1) Principal components of deferred tax assets and deferred tax liabilities(Deferred tax assets）
Loss on impairment of investment securities in subsidiaries andaffiliates for restructuring
Net loss carried forward
Other
Sub-total
Valuation allowance
Total(Deferred tax liabilities）
Valuation difference on available-for-sale securities
Total
Net amount of deferred tax assets

8,421 million yen
682 million yen
4,178 million yen
13,281 million yen(4,065) million yen
9,216 million yen
1,925 million yen
1,925 million yen
7,291 million yen(2) Revision to amounts of deferred tax assets and deferred tax liability due to changes in taxation rate ofcorporate tax and others
With the promulgation of “Act on Partial Revision of the Income Tax Act” on March 31, 2014, special
corporate tax for reconstruction will not be imposed from the fiscal year starting on or after April 1,
2014.
Accordingly, the effective tax rate used in calculating deferred tax assets and deferred tax liability forthe fiscal year under review is changed from 38.0% of the previous fiscal year to 35.6% for the
temporary differences that are expected to be eliminated during the fiscal year starting on April 1,
2014.
As a result, the amount of deferred tax assets (the amount after deducting the amount of deferred tax
liability) decreased by 11 million yen, and the amount of income taxes-deferred posted in the fiscal
year under review increased by the same amount.

(English Translation)― 37 ―

6.

Notes to Transactions with Related Parties
Subsidiaries, affiliates and other related parties

Type

Name

Business Contents

Relationship
Voting Rights
Concurrent
Postsofheld by the
Directors
and
Audit
&
Company
Business RelationshipSupervisory
Board
(％)
MemberMarui Co., Ltd.

Marui Store Business, Private
Brand Management andDevelopment, Mail-order
Business, Outlet BusinessDirect100.0

2 personsBusiness management

EPOS Card Co., Ltd.

Credit Card Business, Credit
Loan BusinessDirect100.0

2 personsBusiness management

M & C Systems Co., Ltd.

Software Development,
Computer Operation

Direct95.0

2 personsBusiness management

Amount ofTransactions(Millions of yen)Account Item

Balance as of March
31, 2014(Millions of yen)

Borrowing of funds*Note1

18,608

Short-term loans
payable tosubsidiaries andaffiliates

23,561Business management fee*Note2

1,354-

148,204

Short-term loans
receivable fromsubsidiaries andaffiliates

Business management fee*Note2

1,744

-

-

Receipt of interests

1,785

-

-

Payment for commission ofcomputer system management

449

-

-

Subsidiaries

Type

Name

Marui Co., Ltd.

Transactions

Lending of funds*Note1

Subsidiaries
EPOS Card Co., Ltd.

M & C Systems Co., Ltd.

148,106

Terms of transactions and policy for deciding transaction terms
Notes: 1. These loans are intended to centralize control of the intra-Group funds by the cash management
system. The interest rate is reasonably determined based on the market interest rate. The
transaction amounts shown in the table above are average outstanding balances.
2. These represent fees for accounting and personnel management related services provided andare determined on a reasonable basis.
7. Notes to Per-Share Information(1) Net assets per share(2) Net income per share

1,004.54 yen
17.76 yen(English Translation)― 38 ―

8.

Notes to Significant Subsequent Events
None applicable〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
The amounts shown in these non-consolidated financial statements were rounded down to the unit used forpresentation. Fractional percentages are rounded off to the nearest unit used for presentation.

(English Translation)― 39 ―

Reference Document Concerning the General Meeting of Shareholders
Proposals and Reference Materials
Proposal 1:

Proposed Disposal of Surplus

The Company considers that returning the profit to the shareholders is one of the important management
priorities. The Company has a basic policy of continuing to return profits to the shareholders in proportion
to the operating results with a view to retaining the consolidated payout ratio at least 30%. The Company
will carry out return of profit to the shareholders taking into consideration results of operation and financial
conditions and other relevant factors.
It is proposed that the year-end dividends for the fiscal year under review be Yen 9 per share in accordancewith the basic policy. Together with the interim dividends of Yen 9 per share which have been paid, theannual payment of dividends for the fiscal year under review shall be Yen 18 per share, an increase of Yen
3 per share compared with the previous fiscal year.
Matters related to the year-end dividend:(1) Kind of assets distributed: Cash
(2) Matter related to distribution of cash and total amount:Yen 9 per share of common stock of the Company
The total amount: Yen 2,463,831,576(3) Effective date for distribution of surplus: June 27, 2014(English Translation)― 40 ―

Proposal 2:

Election of Ten (10) Directors

The term of office of all of the eight (8) Directors will expire at the close of this General Meeting. With aview to enforcing further the transparency and audit function of the Board of Directors, and in response to
the expansion of the Company group’s business, the Company would like to ask shareholders to elect two(2) new candidates for Directors including one (1) candidate for External Director.
Accordingly, it is proposed to elect ten (10) Directors.
By virtue of above, the Company will have a two (2) External Directors system.
The candidates for Directors are as follows:
Name(Date of Birth)

Profile(Brief History, Position, Responsibility, and Important Position of
Other Organizations Concurrently Assumed, if any)

Jul. 1986
Apr. 1991
Apr. 1995

1

Hiroshi Aoi(January17, 1961)

Jan. 2001

Reappointment

Jun. 2004
Apr. 2005
Oct. 2006

Mar. 1977
Jan. 2000
Jun. 2005

2

Motohiko Sato
(December17, 1953)
Reappointment

Jun. 2008
Apr. 2012
Apr. 2013

Number of
Shares Held

Joined the Company
Director and General Manager, Sales
Planning Headquarters
Managing Director and Deputy General
Manager, Sales Promotion Headquarters
and General Manager, Sales Planning
DivisionManaging Director and General
Manager, Sales Promotion Headquarters
Executive Vice President andRepresentative Director
President and Representative Director
President and Representative Director,
Group Representative Executive Officer(Incumbent)

2,007,500

Joined the Company
General Manager, Supply Chain andLogistics Management Division, Sales
Promotion Headquarters
Director and General Manager, Group
Corporate Planning Division
Managing Director and Managing
Executive Officer
Senior Managing Director and Senior
Managing Executive Officer
Senior Managing Director and Senior
Managing Executive Officer, in chargeof Corporate Planning, Finance, Credit
Card Business and Information system(Incumbent)

41,500(English Translation)― 41 ―

Name(Date of Birth)

Profile(Brief History, Position, Responsibility, and Important Position of
Other Organizations Concurrently Assumed, if any)

Apr. 1983
May. 2003
Apr. 2007
Jun. 2008
Masao Nakamura(June 11, 1960)
3

Apr. 2011
Reappointment
June. 2011

Apr. 1983
Mar. 1988

Koichiro Horiuchi(September 17, 1960)
4

External Director
Reappointment

Jun. 1988
Feb. 1989
Jun. 1989
Sep. 1989
Jun. 2008
Jun. 2012

Etsuko Okajima(May 16, 1966)
5

External Director
New Candidate

Apr. 1989
Jan. 2001
Jul. 2005
Jun. 2007

Number of
Shares Held

Joined the Company
General Manager, Store Planning
Division, Sales Promotion Headquarters
Executive Officer and General Manager,
Group Business Promotion Division
Director, Executive Officer, General
Manager, Corporate Planning Division
and General Manager, Business
Development Division
Managing Director and Managing
Executive Officer
President and Representative Director,
Marui Co., Ltd. (Incumbent)
Managing Director and Managing
Executive Officer, in charge of Retailingand Store Operations Business(Incumbent)

18,900Joined Long-Term Credit Bank of Japan
Joined Fuji Kyuko Co., Ltd., General
Manager, Corporate Planning Division,
Fuji Kyuko Co., Ltd.
Director, Fuji Kyuko Co., Ltd.
Senior Managing Director, Fuji Kyuko
Co., Ltd.
Representative Director and Senior
Managing Director, Fuji Kyuko Co., Ltd.
President and Representative Director,
Fuji Kyuko Co., Ltd. (Incumbent)
External Director of the Company(Incumbent)
External Audit & Supervisory Board
Member, Yamanashi Chuo Bank, Ltd.
(Incumbent)0Joined Mitsubishi Corporation
Joined McKinsey & Company
Representative and CEO, GLOBISManagement Bank
Representative and CEO, ProNova Inc.
(Incumbent)(English Translation)― 42 ―0Name(Date of Birth)

Profile(Brief History, Position, Responsibility, and Important Position of
Other Organizations Concurrently Assumed, if any)Mar. 1981
Jan. 2001
Jun. 2006

6

Takashi Wakashima(November 19, 1956)

Apr. 2011

Reappointment

Apr. 2013

Jun. 2013
Apr. 1983
Oct. 2005
Apr. 2007

7

Tomoo Ishii(July 16, 1960)

Jun. 2009
Apr. 2013

Reappointment
Apr. 2014

Joined the Company
General Manager, Product Planning
Division, Sales Promotion Headquarters
Director, Deputy General Manager,
Sales Promotion Headquarters andGeneral Manager, Sales Planning
Division
Director and Executive Officer
President and Representative Director,
Moving Co., Ltd. (Incumbent)
Director and Executive Officer, incharge of CSR Promotion, Real EstateBusiness & Architecture (Incumbent)
President and Representative Director,
Totsuka Commercial Buildings
Management Co., Ltd. (Incumbent)
President and Representative Director,
Nakano Suncuore Co., Ltd. (Incumbent)
Joined the Company
General Manager, Group Compliance
Division
Executive Officer and General Manager,
Group Compliance Division
Director, Executive Officer and General
Manager, General Affairs Division, incharge of CSR Promotion
Director, Executive Officer and General
Manager of Personnel Division, incharge of Audit and General Affairs
Director, Executive Officer and General
Manager, Personnel Division, in chargeof Audit, General Affairs, Healthcare
Promotion (Incumbent)(English Translation)― 43 ―

Number of
Shares Held

31,40013,400Name(Date of Birth)

Profile(Brief History, Position, Responsibility, and Important Position of
Other Organizations Concurrently Assumed, if any)Mar. 1982
Oct. 2003
Mar. 20098

Toshikazu Takimoto(November 5, 1959)
Reappointment

Oct. 2009
Apr. 2011
Apr. 2012

Jun. 2012

Mar. 1982
Feb. 2005

9

Nariaki Fuse
(June 3, 1959)
Reappointment

Apr. 2007
Apr. 2011
Apr. 2013
Jun. 2013

Apr. 1986
Mar. 2006
Oct. 200710

Hajime Sasaki(November 24, 1963)
New Candidate

Oct. 2009
Apr. 2012
Apr. 2013
Apr. 2014

Joined the Company
General Manager, Credit Card Planning
Division, Zero First Co., Ltd.
Executive Officer and General Manager,
Group Profit Improvement Division
Director, EPOS Card Co., Ltd.
Managing Director, EPOS Card Co.,Ltd.
President and Representative Director,
EPOS Card Co., Ltd. (Incumbent),
President and Representative Director,
Zero First Co., Ltd. (Incumbent)
Director and Executive Officer(Incumbent)
Joined the Company
General Manager, Client System
Development Division, M & C Systems
Co., Ltd.
Director, M & C Systems Co., Ltd.
Executive Officer
Managing Director, M & C Systems Co.,Ltd.
President and Representative Director,
M & C Systems Co., Ltd. (Incumbent)
Director and Executive Officer(Incumbent)
Joined the Company
General Manager, Card Planning
Division, EPOS Card Co., Ltd.
Director, Card Planning Dpt., EPOS
Card Co., Ltd.
General Manager, Product and Sales
Planning Dept., Marui Co., Ltd.
Director, General Manager, OriginalMerchandise Dept., Marui Co., Ltd.
Executive Officer (Incumbent), Director,
General Manager, Sales Dept. 3, MaruiCo., Ltd.
Managing Director, General Manager,
Store Business Division, Marui Co., Ltd.
(Incumbent)

Number of
Shares Held

3,200

6,000

4,000

Notes:
1. The Company outsources operating a system to M & C Systems Co., Ltd. and M & C Systems Co.,
Ltd. outsources advising guidance, etc. related to management of M & C Systems Co., Ltd. to the(English Translation)― 44 ―

Company. The Company group has transactions with Totsuka Commercial Buildings Management
Co., Ltd. for leasing and outsourced management of buildings.
2. Mr. Koichiro Horiuchi is a candidate for External Director and the Company has submitted a
notification designating him as an independent director/ audit & supervisory board member toTokyo Stock Exchange, Inc.
3. Reason for election of Mr. Koichiro Horiuchi as a candidate for External Director is that he has
experienced management of companies and is acquainted with profound knowledge and informationand presently has discharged duly duties as External Director of the Company. The Company madejudgment that he could continuously discharge his duties. He will have been in office of External
Director of the Company for six (6) years at the close of this General Meeting.
4. Ms. Etsuko Okajima’s name on the family register is Ms. Etsuko Mino.
5. Ms. Etsuko Okajima is a candidate for External Director. The Company is scheduled to submit a
notification designating her as an independent director/ audit & supervisory board member to Tokyo
Stock Exchange Incorporated on condition that she is approved to be elected.
6. Reason for election of Ms. Etsuko Okajima as a candidate for External Director is that she has
affluent experience and a wide range of knowledge and she will be able to discharge duties ofExternal Director from a standpoint of independent objective position in the Company’s judgment.
7. The Company has entered into damage compensation limit agreement with Mr. Koichiro Horiuchi
under which his liability shall be limited to the minimum amount provided for in the laws. In theevent that he is re-elected as External Director, the Company is scheduled to enter into the same
agreement with him. Moreover, in the event that Ms. Etsuko Okajima is elected as External Director,
the Company is scheduled to enter into the same damage compensation limit agreement with her.

(English Translation)― 45 ―

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

Mr. Yoshihide Kikuchi will resign as Audit & Supervisory Board Member at the close of this General
Meeting.
Accordingly, the Company asks shareholders to elect newly one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has consented to this proposal.
A candidate for Audit & Supervisory Board Member is as follows:
ProfileName(Date of Birth)(Position and Duties in charge, and Important Position of Other
Organizations Concurrently Assumed, if any)Mar. 1981
Jan. 2002
Tetsuji Sunami(August 13, 1958)
New Candidate

Oct. 2004
Apr. 2006
Oct. 2007
Apr. 2011
Apr. 2014

Joined the Company
General Manager, Store Planning
Division, Sales Promotion Headquarters
General Manager, DM Business Division,
Sales Promotion Headquarters
Representative & CEO of Marui Voi, Co.,Ltd.
Managing Director of M & C Systems
Co., Ltd.
Representative & CEO, MRI Co., Ltd.
Advisor (Incumbent)

Number of
Shares Held

2,400

Note:
There is no special interest between the candidate and the Company.

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

A resolution that Mr. Akira Nozaki was elected as a Substitute Audit & Supervisory Board Member at the77th Ordinary General Meeting of Shareholders of the Company held on June 26, 2013 will be in effectuntil the start of this General Meeting.
For the purpose of preparing the case in which the number of Audit & Supervisory Board Member lacks
the minimum number stipulated in the laws and ordinances, the Company proposes to elect one (1)Substitute Audit & Supervisory Board Member.
Furthermore, the Audit & Supervisory Board has consented to this proposal.
A candidate for Substitute Audit & Supervisory Board Member is as follows
ProfileName(Date of Birth)
Akira Nozaki(November 20, 1957)(Position and Duties in charge, and Important Position of Other
Organizations Concurrently Assumed, if any)

Apr. 1988
Jun. 2005
Jun. 2011

Registered as Attorney
External Audit & Supervisory Board
Member, Ichikawa Co., Ltd.(Incumbent)
External Audit & Supervisory Board
Member, NEC Fielding, Ltd. (Incumbent)

Number of
Shares Held0

Notes:
1. There is no special interest between the candidate and the Company.
2. Mr. Akira Nozaki is a candidate for Substitute External Audit & Supervisory Board Member.
3. Reason for electing Mr. Akira Nozaki as a candidate for External Audit & Supervisory Board
Member is that although he has not experienced managing companies, the Company madejudgment that he would carry out audit of the Company based on legal professional and experience(English Translation)― 46 ―

cultivated for a long period as a lawyer.
4. In the event that Mr. Akira Nozaki is elected, the Company plans to enter into a responsibility
limiting agreement with Mr. Akira Nozaki, under which his responsibility would be limited to theextent of the minimum amount provided for in the laws at the time he assumes office of Audit &Supervisory Board Member.
Proposal 5:

1.

Renewal of Countermeasures (Takeover Defense) in Response to Large-Scale
Purchase of Shares of the Company

Reason for Proposal
The Company resolved upon the adoption of countermeasures (takeover defense) in response to alarge-scale purchase of shares of the Company (the “Old Plan”) at the meeting of the Board of
Directors of the Company held on May 12, 2008, which was approved by shareholders at the 72nd
Ordinary General Meeting of Shareholders of the Company held on June 27, 2008. Then, the Old Plan
was resolved and approved to renew at the 75th Ordinary General Meeting of Shareholders of theCompany held on June 29, 2011 after formal amendments, etc. in response to evolved electronic
treatment of share certificates by shareholders (hereinafter the Old Plan so renewed being called the“Plan”). Since the effective period of the Plan terminates at the close of the Ordinary General Meetingof Shareholders to be held in June 2014, the Plan will terminate at the close of this General Meeting.
In connection with the termination of the effective period of the Plan, the Company has examined therenewal of the Plan. As a result, having grasped various trends toward recent takeover defense, themeeting of the Board of Directors of the Company held on May 13, 2014 resolved upon the renewal(hereinafter called this “Renewal”) of the Plan (in the light of the principle policy as to who (the“Principal Policy” as defined in Article 118, Item 3 of the Enforcement Regulations of the CompaniesAct) should decide the policy of finance and business of the Company, countermeasures prevent an
inappropriate person from controlling for deciding the policy of finance and business of the Company)
subject to approval of the shareholders at this General Meeting. Furthermore, at the aforesaid meetingof the Board of Directors all the Directors including External Directors unanimously resolved upon
and approved this Renewal, and all the Audit & Supervisory Board Member including two External
Audit & Supervisory Board Members approved this Renewal.
In connection with this Renewal, the content of the Plan is not substantially changed in any respect.
With respect to this Renewal, we intend to ask a majority of the shareholders present at this Ordinary
General Meeting of Shareholders to approve this Renewal. Furthermore, in the event that suchshareholders do not approve this proposal; this Renewal will not come in effect.

(1) Principal Policy for who should control over deciding the policy of finance and business of theCompany
The Company considers that the person controlling over deciding the policy of finance and business of
the Company should preferably be the person who secures and enhances the corporate value of theCompany and common interests of the shareholders.
Moreover, in order to enhance the corporate value of the Company and common interests of theshareholders, it is indispensable to operate the Company with understanding fully the corporate
philosophy and management resources of the Company on the medium- and long-term basis.
At present, the Company has exerted the best efforts to secure and enhance the corporate value andcommon interests of the shareholders amid the fierce competition in retail industry. However,notwithstanding the legal system has been arranged to a certain extent in the capital market in Japan,(English Translation)― 47 ―

the Company considers that a large-scale purchase of shares might unanimously be carried out without
following process for conference in depth and agreement with the targeted company.
As far as the Company is a listed company, the Company believes that a sale and purchase of shares of
the Company are in principal conducted in the discretion of the shareholder and investor. Even if alarge-scale purchase of the Company’s shares is conducted, the Company deems that the final
judgment of shareholders whether or not they would accept the same should be left to the shareholders.
Accordingly, if it should benefit to the corporate value and common interests of shareholders theCompany would not reject the large-scale purchase of shares.
However, among large-scale share purchases there exists a case in which sincere management is notintended but unrecoverable damages are imposed on the Company judging from the purpose; a case inwhich shareholders might be coerced to sell shares as a matter of fact; a case in which sufficient timeand information have not been provided to the shareholders and the board of directors of a targetedcompany necessary for them to examine the terms and conditions or for the board of directors topresent an alternative proposal. As stated above cases, we can not deny a possibility that such largescale share purchase as will not benefit the corporate value and common interests of the targetedcompany would be conducted.
The Company deems it inappropriate that such purchaser will be the person controlling for deciding
the policy for finance and business of the Company.
(2) Measures to facilitate the materialization of the Principal Policy(a) Measures to secure and enhance the corporate value of the Company and common interests ofshareholders
The Company group is a corporate group supporting “all people’s life style having young mind”
through three (3) segments, namely retailing and store operations, credit card services andretailing-related services based on the corporate philosophies that are “keeping developing for the
purpose of being useful to customers” and “people’s growth equals to the corporate growth”.
Through business operation, emphasizing on being useful to the shareholders, customers, business
partners and people in the local communities, the Company will target to be a corporate group to
be trusted furthermore by these parties.
Furthermore, the Company group has drawn up a mid-term management plan for the three-year
period through to fiscal year 2016 and will strive to realize long-term profit through effective useof the management resources of the Group in order to achieve consolidated operating income of
36,000 million yen or more and ROE of 6% or higher.
In 2007, in the light of promoting the group strategy flexibly and defining the assignment, theCompany moved to adopt a holding company system so that it started the Company groupmanagement on a full-fledged basis. Activating the management resources, the Company grouphas been promoting its peculiar Trinity business model, which integrates “stores, credit cards andthe Web” and generates synergy effects.
First of all, with respect to the retail and store operations business, the Company engaged in“Retail renovation” in that in response to needs and feeling of the value on products common tocustomers over the generations, a wide variety of services are being provided on the basis of thefundamental concept “Being fashionable × Sharing common values × Being reasonably priced”.
With respect to “Renovation of products” engaged prior thereto, in compliance with changes in the
feeling of value and lifestyle, the Company group engaged in expansion of new private brandproducts added by comfortableness and functionality in addition to fashionable sense. Next, withrespect to “Renovation of sales floor”, based on the characteristic and function of products, thepresentation and display were reviewed and replaced so that many customers over the generations(English Translation)― 48 ―

now find it easier to understand products. Furthermore, with respect to “renovation of store
opening”, the Company group proceeded to open a store together with customers so as to expand
sundries and drinks and foods, invite shops selling at reasonable prices, reorganize and expand
own sales floor. The Company group intends to open a store with respect to which a number ofvisiting customers and profits would be balanced. From now on, the Company group proceeds toconvert to increase the number of tenants based on real estate lease agreements from the current
purchase and sales operation so that sales and net income will be improved and become stable byvirtue of heightened attraction of stores through the expansion of product categories andenrichment of products mixture. Moreover, management resources will be collectively invested inhighly independent shops and brands in Marui’s sales floor, Marui stores are intended to beconverted to more profitable and competitive specialty shops and furthermore, the Company groupwill open specialty shops outside Marui stores.
Moreover, while the Company group has developed to open large-scale stores mainly in prime
locations in the Tokyo metropolitan area for many years, it is taking a “scrap and build” approach
toward stores that are to be closed for not living up to customers’ expectations with regard to theirscale or facilities so as to make the network of stores more efficient. The Company group steadily
continued to open new stores in large-scale locations in nation-wide Japan, changed from the area
previously centered in Kanto district, such as in Kobe in 2003 and in Namba, Osaka in 2006 and in
Kyoto in 2011. In spring 2016, opening of a store was determined at Hakata-Ekimae, Fukuoka, thefirst store in Kyushu region, further evolving various measures in the past to develop stores withthe cooperation with customers. The Company group will examine actively to open new stores inlarge-scale cities and locations hereafter.
Furthermore, with respect to the Web online shopping which is expected to grow fast, theCompany group proceeds mainly with “Marui web channel” and “Voi”, an online shopping
magazine.
In addition, the Company group has developed the convenient services through integration of
stores, credit cards and the Web. Such services include the integrated management of inventories
at physical stores and for online shops, the establishment of the Marui Web Channel Park services
that a customer may fit on or receive a product purchased through the Web sales at stores, andstandardized IDs of EPOS cards and that of online services.
Moreover, following shoes specialty site, bag specialty site was open. “Rakuchinbin” wasintroduced for the convenience of customers to try on at home by which shoes are delivered to andreturned by a customer free of charge and research function was introduced to select coordination
with cloth. Services are so enriched in response to customers’ requests so that enhanced andconvenient services are available.
Next, with respect to card business, in 1960 the Company group issued the first credit card inJapan, using the word “credit” to replace the traditional word “Geppu” (monthly installation
payment).. Thereafter, the Company group evolved to handle renovating measures such as the onthe-spot issuance of credit cards at stores and materialization of an online system over all of its
stores, thus engaged in innovative operations in the retail industry in Japan. Since 2006, theCompany group has issued EPOS cards retaining the conventional good aspects adherent to housecards added by the versatility of the Visa brand, which are now held by 5,420 thousand customers.
In addition to Gold Cards and Design Cards which have been issued since 2008, the Company
group issued Platinum Cards in 2011. Points gained in Gold Cards and Platinum Cards havebecome able to be changed with no time limit and Gold Cards have been issued immediately at thefront desk of Marui stores since 2012. The Company group pursues to expand the number ofcardholders, the number of customers using the said credit cards as main credit cards and the(English Translation)― 49 ―

amount used through issues of credit cards utilizing tablet terminals in each of Marui stores, andthrough promotion of issue of Marui’s own affiliated “collaboration cards” at stores other thanMarui stores. Hereafter the Company group will increase the issue of credit cards other than at
Marui stores so as to extend across the nation.
The Company actively proceeded to acquire shares of the Company with a view to returning
profits to shareholders and enhance the capital efficiency for many years. In fact, the Company
commenced to purchase its shares in 2002 and acquired a total of 96 million shares until March
31, 2009. The Company cancelled 50 million treasury stock (representing approximately 14% of
the total issued shares) in the fiscal year ended March 31, 2008. The Company hereafter aims toenhance the corporate value through increasing operating revenues and earnings and carrying out
flexible capital policy. With regard to dividend, the Company considers that returning profit toshareholders as an important management issue and will endeavor to return profits to shareholders
under the fundamental dividend policy; that is, to continue to allocate appropriate profits toshareholders. Specifically, the Company uses the consolidated payout ratio of 30% or higher as a
guide and will return profit to shareholders taking into consideration business result trends andfinancial conditions, etc.
(b) Measures toward corporate social responsibility
The Company intends to continue to be a corporate group to be trusted by shareholders, customers,
business partners, people in the local communities and the employees. The Company group has
promoted carrying out various social contribution activities such as the establishment of safe andsecure sales system and compliance with laws and ordinances including protection of personal
information and preservation of environment so as to discharge actively corporate social
responsibilities. The Company will further enhance the corporate value of the Company by virtueof responding to increasingly defined demands for social responsibilities.
(c) Measures toward enforcing corporate governance
The Company considers that healthy and fair management is placed in the first priority; thecorporate governance in principle facilitates stably to enhance the corporate value and common
interests of shareholders on a long-term basis. In the light of enforcing the supervisory functions
and proceeding highly transparent management, the Company adopted to increase the number ofExternal Directors by one (1) to total of two (2) External Director at this General Meeting of
Shareholders. Thus, the Company will hereafter further strengthen the corporate governance.
(3) Purpose of the Plan
By virtue of the aforesaid measures, the Company will pursue the maximization of the corporate value
and common interests of shareholders. However, in the light of current situation in which a large-scalepurchase of shares might be conducted without benefitting the corporate value and common interestsof the Company. In the event that a large-scale purchase of shares of the Company is conducted, it isneeded to secure necessary and sufficient time and information so that shareholders may makeappropriate judgment or the management of the Company or the Independent Committee and others
may negotiate and confer with the large-scale purchaser, by virtue of which the corporate value of theCompany and common interests of shareholders would be secured and enhanced. This is the purposeof the Plan.
With a view to excluding arbitrary judgment of Directors, objective recommendations of the
Independent Committee consisting of External Directors, External Audit & Supervisory Board
Members or external knowledgeable persons (the requirements for election of committee member,requirement for resolution and matters required for resolution and others are per Exhibit 1 “Outline ofRules of Independent Committee” and members of the Independent Committee after this Renewal are(English Translation)― 50 ―

per Exhibit 2 “Resume of Candidates for Members of Independent Committee”) is required forjudgment of whether or not the Company will issue gratis subscription rights to shares or whether or
not the shareholders will acquire shares in exchange for the subscription rights to shares. The Plan
provides that the Company may issue gratis subscription rights to shares with the terms and conditions
under which the large-scale purchaser shall not exercise subscription rights to shares and the Company
may acquire all subscription rights to shares in exchange for shares of the Company from theshareholders other than the large-scale purchaser (the main contents are stated in 2.(3) “Outline ofGratis Allotment of Subscription Rights to Shares” below and hereinafter referred to as the“Subscription Rights to Shares”).
In addition, in the event that the Independent Committee decides upon recommendations that theCompany should make the gratis allotment of subscription rights to shares and the Board of Directorsof the Company resolves upon implementation of the gratis allotment of subscription rights to shares,
the Company will convene an extraordinary general meeting of shareholders and confirm the intentionof shareholders with respect to the gratis allotment of subscription rights to shares (excluding a casethat the large-scale purchaser has not complied with the procedures provided for in the Plan).
Moreover, during the process of the above procedures the transparency shall be secured throughdisclosure of information to shareholders. However, at present there has not been a large-scalepurchase of shares of the Company occurred.
2.

Content of the Plan

(1) Procedures required by the Plan(a) A large-scale share purchase, etc. falling under the Plan
Any conduct falling under ① or ② below (hereinafter referred to as the “Large-scale Purchase”)
shall be regulated by the Plan. Accordingly, person contemplating to conduct the Large-scale
Purchase (hereinafter referred to as the “Large-scale Purchaser”) shall be required in advance tocomply with the procedures provided for in the Plan.
①A Large-scale Purchase4 of share certificates, etc1. of the Company, resulting in the holding
ratio3 of the holder2 of the Company’s share certificates, etc. being 20% or more.
② A takeover bid6 resulting in a total of the holding ratio7 of the Company’s share certificates, etc5.
acquired through a takeover bid and holding ratio of share certificates, etc. of specially related
person(s)8 being 20% or more.

1

As defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act; hereinafter the same unlessotherwise provided for.
2
This include a person who is included as a holder pursuant to Article 27-23, Paragraph 3 of the Financial Instruments andExchange Act (including a person the Board of Directors deems to fall under the aforementioned clause), the same
applicable hereinafter.
3
As defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act, the same applicable hereinafter.
4
It refers to holding a right to receive the delivery of share certificates, etc. pursuant to a purchase or another agreement andincludes each transaction specified in Article 14-6 of the Enforcement Ordinance of the Financial Instruments andExchange Act.
5
It refers to “share certificates, etc.” as defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act;the same applicable in (ii) below.
6
As defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act, the same applicable hereinafter.
7
As defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act, the same applicable hereinafter.
8
As defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act (including a person the Board of
Directors of the Company deems falling under the said clause). Provided, however, that the party(ies) specified in Item 1 ofthe same Paragraph excludes person(s) defined in Article 3, Paragraph 2 of the Cabinet Order relating to Disclosure of
Takeover Bid of Shares, etc. by person(s) other than the Issuer, the same applicable hereinafter.
(English Translation)― 51 ―

(b) Demand for provision of information to Large-Scale Purchase, etc.
The Large-scale Purchaser contemplating to conduct a large-scale purchase, etc. provided for in (a)above shall provide prior to the share purchase, excluding the case when the Board of Directors of
the Company determines unnecessary, the Board of Directors of the Company with informationnecessary for examining the matters listed in ① to ⑧ below and submit a statement of intent(hereinafter referred to as the “Statement of Purchase”) consisting of covenants to comply with theprocedures of the Plan in connection with the Large-scale Purchase in the specified Company’s
format.
In the event that the Board of Directors of the Company receives the Statement of Purchase it shallimmediately deliver the same to the Independent Committee. When the Independent Committee
made a judgment that information in the Statement of Purchase is insufficient it may ask directly or
indirectly the Large-scale Purchaser to provide additional information with fixing the time limit for
response (a maximum 60 day period). The Large-scale Purchaser shall, in such case, be required toprovide such additional information within the specified time limit.
The Statement of Purchase and any additional information shall be accompanied with thetranslation into Japanese regardless of whatever language is used in the original documents for the
purpose of disclosing appropriately information to shareholders. Furthermore, by the same token
the Japanese documents shall be deemed the original.
① Details (including actual name, capital structure, and financial contents and others) of theLarge-scale Purchaser and its group (joint holder(s)9, a specially related party, including in caseof a fund each member of the fund and other constituents).
② Purpose, method and specific contents of the Large-scale Purchase (including an amount andkind of the consideration for the Large-scale Purchase, the timing of the Large-scale Purchase,a scheme of transactions related to the Large-scale Purchase, legality of the method for theLarge-scale Purchase and information enabling the Large-scale Purchase to be materialized).
③ The calculation basis of the price of the Large-scale Purchase (facts and assumptions on which
the price is calculated, calculation method, numerical information used for the calculation andcontext of the synergy effect expected to arise from a series of transactions related to the Largescale Purchase (including details of the synergy effect to be distributed to shareholders),
including the basis of the calculation.
④ Proof of the availability of the purchase fund (including the actual name of fund provider(including the substantial fund provider), the financing method, the details of the relatedtransactions, etc.)⑤ Management policy, business plan, capital policy and dividend policy of the Company group
following the implementation of the Large-scale Purchase.
⑥ Treatment plan of the employees, business partners, customers and other stakeholders of theCompany following the implementation of the Large-scale Purchase.
⑦ Actual and specified plan to avoid conflicts of interests with the other shareholders of theCompany.
⑧ In addition, information required by the Independent Committee in its reasonable judgment.
Furthermore, in the event that the Large-scale Purchaser is deemed to have commenced the Largescale Purchase without complying with the procedures provided for in the Plan, the Independent
Committee shall, in principle, recommend the Board of Directors of the Company to carry out the9

As defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act, and includes a person who is
included as a joint holder pursuant to Paragraph 6 of the same Article (including such a person as the Board of Directors of
the Company deems him/her falling under the said clause), the same hereinafter applicable.

(English Translation)― 52 ―

gratis allotment of subscription rights to shares as stated in (d)① below unless there exists a special
situation that conference and negotiation, etc. should be conducted with the Large-scale Purchaser
upon continued demand for the delivery of the Statement of Purchase.
(c) Examination of the details of the Large-scale Purchase and negotiation with the Large-scale
Purchaser and examination of alternative plan
① Demand for provision of information to the Board of Directors of the Company
In the event that the Large-scale Purchaser has provided the Independent Committee with theStatement of Purchase and information additionally demanded to be provided, for the purposeof examining information in the Statement of Purchase and comparing it with the management
plan of the Company from the viewpoint of securing and enhancing the corporate value of theCompany and common interests of the shareholders, the Independent Committee may demand
the Board of Directors of the Company as necessary to provide the Independent Committeewith opinion relating to the context of the Large-scale Purchase by the Large-scale Purchaser(including opinion withholding the issue of opinion, the same applicable hereinafter),supporting materials, alternative plan and other information deemed necessary, from time totime, by the Independent Committee, setting forth the delivery date (in principle the maximum
60 days).
② Content and Period of Examination by the Independent Committee
The Independent Committee shall examine the content of the Large-scale Purchase by theLarge-scale Purchaser, collect information relating to the management plan and business plan,etc. of the Company, examine them and compare them with the Large-scale Purchaser’s
proposal and examine the alternative plan presented by the Board of Directors of the Company.
The period for examining information, etc. shall be, in principle, a lapse of 60 days (in case of
the purchase of all shares of the Company by cash only through a takeover bid) or a lapse of 90days (in case of purchase of shares of the Company other than the aforementioned) (the“Independent Committee Examination Period”) following the receipt of the Statement ofPurchase, etc. or the receipt of additional information deemed sufficient by the Independent
Committee (in the case of the Independent Committee having demanded the Large-scale
Purchaser to provide additional information by the fixed date). In the case stated in (d)③, theIndependent Committee may extend the period by the maximum 30 days. Moreover, if
necessary, the Independent Committee may directly or indirectly confer and negotiate with theLarge-scale Purchaser so as to improve the content of the Large-scale Purchase from theviewpoint of securing and enhancing the corporate value of the Company and common interestsof shareholders and shall carry out the disclosure, etc. of the alternative plan presented by theCompany. In the event that the Independent Committee asks directly or indirectly the Largescale Purchaser to provide materials required for examination, other information and to confer
and negotiate, the Large-scale Purchaser shall promptly comply with these. The Large-scale
Purchaser shall not commence the Large-scale Purchase, before the Board of Directors of theCompany resolves upon not carrying out the gratis allotment of subscription rights to shares or
proposal for carrying out the gratis allotment of subscription rights to shares is disapproved byshareholders at the general meeting of shareholders of the Company. The Independent
Committee may consult with independent third parties (including financial advisers, certified
public accountants, lawyers and consultants and knowledgeable persons) at the Company’s
account for the purpose of securing the judgment of the Independent Committee to be
formulated in benefitting the corporate value of the Company and common interests of(English Translation)― 53 ―

shareholders.
③ Disclosure of Information
The Board of Directors of the Company shall disclose immediately and timely information
relating to the Large-scale Purchaser when appeared and the Statement of Purchase whenprovided. In addition, the Board of Directors of the Company shall disclose information about
the fact that the Independent Committee commenced the examination, the content of theStatement of Purchase, and the fact and the content of an alternative plan if it was presented to
the Independent Committee by the Board of Directors of the Company, and any otherinformation deemed necessary to be disclosed by the Independent Committee in the judgmentof the Independent Committee to be made with a view to respecting the timely disclosure rules.
(d) Recommendations of the Independent Committee
In the event that Large-scale Purchaser appeared, the Independent Committee shall makerecommendations, etc. to the Board of Directors of the Company as follows: In the event that the
Independent Committee made recommendations, etc. to the Board of Directors of the Company inaccordance with each of ① to ③ below, the Independent Committee shall disclose immediately
information through the Board of Director of the Company relating to the outline of therecommendations, etc., an extended period and reason for the extension of the Independent
Committee Examination Period and any other matters deemed appropriate by the Independent
Committee.
① Recommendation to Implement Gratis Allotment of Subscription Rights
In the event that the Large-scale Purchaser did not comply with the procedures provided for in
the Plan or having examined the content of the Large-scale Purchase, and conferred andnegotiated with the Large-scale Purchaser, the Large-scale Purchase by the Large-scale
Purchaser falls under any of the requirements of “Requirements for Gratis Allotment of
Subscription rights to shares” stated in (2) below and it is appropriate to implement the gratis
allotment of subscription rights to shares in the reasonable judgment of the Independent
Committee, the Independent Committee shall make recommendations to the Board of Directorsof the Company to carry out the gratis allotment of subscription rights to shares, regardless ofwhether or not the Independent Committee Examination Period commenced or came to the end.
Furthermore, even if after the Independent Committee once made a recommendation to
implement the gratis allotment of subscription rights to shares, in the event that the Independent
Committee made judgment that the situation falls under (i) or (ii) below, it may make a newly
recommendation to cancel the gratis allotment of subscription rights to shares or to acquire all
the subscription rights to shares free of charge.
(i) After the recommendation, the Large-scale Purchaser withheld the Large-scale Purchase or theLarge-scale Purchase otherwise did not exist.
(ii) Due to changes in the factual situation based on which judgment for the recommendations were
made, the Large-scale Purchase by the Large-scale Purchaser does not fall under any of the“Requirements for Allotment of Subscription rights to shares” or even if it falls under therequirements it is not appropriate to implement or allow to exercise the gratis allotment of thesubscription rights to shares.
② Recommendation Not to Implement Gratis Allotment of Subscription Rights
In the event that the Independent Committee having examined the content of the Large-scale
Purchase, and conferred and negotiated with the Large-scale Purchaser, it made judgment that(English Translation)― 54 ―

the Large-scale Purchase by the Large-scale Purchaser does not fall under any of therequirements for the implementation of “Gratis Allotment of Subscription Rights to Shares”
stated in (2) below, or if it falls under the requirements, it is inappropriate to implement thegratis allotment of subscription rights to shares in the reasonable judgment of the Independent
Committee, the Independent Committee shall make recommendations to the Board of Directorsof the Company not to carry out the gratis allotment of subscription rights to shares, regardlessof whether or not the Independent Committee Examination Period came to the end.
However, even if after the Independent Committee once made recommendations not to
implement the gratis allotment of subscription rights to shares, in the event that the Independent
Committee made judgment that the situation falls under the requirements for implementation ofgratis allotment of subscription rights to shares stated in (2) below, it may make a new
judgment, including recommendations to implement the gratis allotment of subscription rights
to shares.
③ Extension of Independent Committee Examination Period
In the event that the Independent Committee has not finalized the recommendation whether or
not the gratis allotment of subscription rights to shares should be implemented until the close of
the Independent Committee Examination Period, the Independent Committee shall make aresolution to extend the Independent Committee Examination Period by the reasonable period(maximum 30 days) necessary for examining the content of the Large-scale Purchase by theLarge-scale Purchaser and negotiating with the Large-scale Purchaser and examining thealternative plan.
According to the above resolution, when the Independent Committee Examination Period is
extended, the Independent Committee shall continuously collect and examine information andshall make recommendations of whether or not to implement the gratis allotment ofsubscription rights to shares within the extended period.
(e) Resolution of the Board of Directors and Holding the General Meeting of Shareholders
The Board of Directors of the Company shall adopt resolution of whether or not to implement thegratis allotment of subscription rights to shares as an organization under the Companies Act,
paying respect to the fullest extent to the aforesaid recommendations of the Independent
Committee. In connection therewith, in the event that the Independent Committee maderecommendations not to implement the gratis allotment of subscription rights to shares, theCompany shall not implement the gratis allotment of subscription rights to shares.
Moreover, in the event that the Board of Directors of the Company pays fully respect to the
Independent Committee’s recommendations to implement the gratis allotment of subscription
rights to shares and resolves upon the implementation of the gratis allotment of subscription rights
to shares, it will convene the general meeting of shareholders at which intention of shareholders forthe gratis allotment of subscription rights to shares will be confirmed (provided, however, thatwhen the Large-scale Purchaser did not comply with the procedures of the Plan, the foregoing shallnot be applicable). In the event that the Board of Directors of the Company resolved upon
convening the general meeting of shareholders, it will convene the general meeting of shareholders
as soon as practicable. Resolution at this general meeting of shareholders will be adopted by amajority of the voting rights of the shareholders present at such meeting. However, in the eventthat the Independent Committee makes a judgment that the situation falls under any of aforesaid(d)①(i) or (ii) and makes recommendations that the gratis allotment of subscription rights to sharesshould not be implemented, the Board of Directors shall cancel to convene the general meeting of(English Translation)― 55 ―

shareholders or withdraw the proposal at the general meeting of shareholders to the extent of legal
feasibility.
The Large-scale Purchaser shall not conduct the Large-scale Purchase before the Board of
Directors of the Company adopts the resolution not to implement the gratis allotment ofsubscription rights to shares or a proposal to implement the gratis allotment of subscription rights
to shares is disapproved at the general meeting of shareholders.
Further, in the event that the Board of Directors of the Company adopts resolutions relating towhether or not the gratis allotment of subscription rights to shares should be implemented or the
convocation of the general meeting of shareholders, it shall disclose immediately information
relating to the outline of resolutions and other matters deemed appropriate by the Board of
Directors of the Company.
(2) Requirements for Implementation of the Gratis Allotment of Subscription Rights to Shares
In the event that the Large-scale Purchase by the Large-scale Purchaser falls under any of thefollowing and it is reasonable to implement the gratis allotment of the subscription rights to shares, theCompany is scheduled to implement the gratis allotment of subscription rights to shares in accordancewith the resolution of the Board of Directors or the general meeting of shareholders of the Company
as stated in (1) “Procedures of the Plan” (e) above. Furthermore, as stated in (1) “Procedures of thePlan” (d), in the event of the situation falling under the requirements below, decision of whether or not
the gratis allotment of stock acquisition right should be implemented shall be made always based on
the recommendations of the Independent Committee.

Particular(a) The Large-scale Purchaser did not comply with the procedures of the Plan such as provision of
information provided for in “Procedures of the Plan” (b) stated in (1) above and securing theexamination period by the Independent Committee provided for in (c)②．
(b) The Large-scale Purchase would result in apparent infringement against the corporate value of theCompany and common interests of the shareholders attributable to the conducts or equivalents statedbelow.
① After Large-scale purchases of shares, etc., the purchaser demands the Company to purchase at ahigher price.
② Upon temporarily controlling the management of the Company, the purchaser will operate toaccount for profits through purchases of the Company group’s important assets, etc. at lower
prices at the sacrifice of the Company.
③ The purchaser will divert assets of the Company to security or resources of repayment of debts ofthe purchaser and its group.
④ Upon temporarily controlling the management of the Company, the purchaser forces to sell highly
value-added unused assets, temporarily distribute higher dividend from the gains of such sales andsells its shares at an inflated price caused by such temporarily higher dividends.
(c) Coercive purchase of shares, etc. through two stages (the manner of the purchase proposed by thepurchaser may essentially force the shareholders to sell the Company shares by conducting a tender
offer, etc. and not offering to acquire all of the shares in the initial acquisition, and setting unfavorable
acquisition conditions or not setting clear conditions for the second stage).

(English Translation)― 56 ―

(d) The conditions of the Large-scale Share Purchase (including the price/type of consideration, time ofpurchase, appropriateness of the purchase method, possibility of the actual execution of the purchase,
as well as the treatment policies, etc. regarding the Company’s management policy and business
policy, etc.) are, in light of the essence of the Company group’s corporate value, decided to bematerially insufficient or inappropriate by objective and reasonable grounds.

(3) Outline of Gratis Allotment of Subscription Rights to Shares
The outline of gratis allotment of subscription rights to shares scheduled to be implemented under thePlan is as follows:(a) Number of subscription rights to shares
Such number of shares as separately determined by the resolution for the gratis allotment ofsubscription rights to shares at the Board of Directors of the Company (the “Allotment
Resolution”) within the number equivalent to the maximum total issued shares as at the date (the“Allotment Date”) separately determined by the Board of Directors of the Company (excluding
treasury stock).
(b) Shareholders to be allotted
The shareholders entered or recorded in the last register of shareholders of the Company (otherthan the Company) on the Allotment Date at the rate of one stock acquisition right per share free ofcharge.
(c) Effective Date for Gratis Allotment of Subscription Rights to shares
It will be separately determined by the Allotment Resolution by the Board of Directors of theCompany.
(d) Class and Number of Shares issued upon Exercise of Subscription Rights to sharesClass of shares issued upon exercise of subscription rights to shares shall be shares of common
stock of the Company and the number of shares10 so issued (the “Specified Number of Shares
Issued”) shall be in principle one share per one stock acquisition right unless the exercise price isadjusted.

(e) Amount of Assets contributed upon Exercise of Subscription Rights to shares
Assets contributed upon exercise of subscription rights to shares shall be cash and an amount to becontributed upon exercise of subscription rights to shares shall be such a price separately as
determined by the Allotment Resolution not less than one (1) yen per share of the Company.
(f) Exercise Period of subscription rights to shares
The Exercise Period shall commence from the date (the “Commencement Day of the Exercise
Period”) separately fixed by the Allotment Resolution and end such date within one month to threemonths following the Commencement Day of the Exercise Period as fixed by the Allotment
Resolution. Provided, however, that in the event that the Company acquires subscription rights to
10

Even if the Company becomes a company with class shares (Article 2, item 13 of the Companies Act) in future, shares of
the Company issued upon exercise of the subscription rights to shares and shares delivered in exchange for the subscription
rights to shares are in each case the same shares of common stock as issued at the time this general meeting was held.

(English Translation)― 57 ―

shares pursuant to (i)② below, the exercise period for the subscription rights to shares so acquiredis the business day prior to the day on which so acquired. Further, in the event that the final date of
the exercise period falls under non-business date in the payment handling place, the final date shallbe the date prior to the final date.
(g) Conditions on Exercise of subscription rights to shares
Specified large holder11, (II) joint holders of specified large holder, (III) specified large-scalepurchaser12, (IV) person specially related to a specified large-scale purchaser, (V) person who
acquires or succeeds to the subscription rights to shares from a person falling under any of items(I) through (IV) without the approval of the Board of Directors of the Company, or (VI) an
affiliate13 of any person falling under any of items (I) through (V) (those mentioned in items (I)through (VI) are collectively referred to as the “Ineligible Person”) may not, in principle, exercise
any subscription rights to shares. Any non-resident person shall not, in principle, exercise any
subscription rights to shares in the event that the exercise of the subscription rights to shares issubject to procedures required to be followed under the applicable laws of the relevant jurisdiction.
(Provided, however, that such specified non-resident person, etc. as are entitled to use an exception
under the applicable laws of the relevant jurisdiction, may exercise the subscription rights toshares, and in addition, the subscription rights to shares held by non-resident persons may be
acquired by the Company in exchange for shares of the Company as stated in (i)② below.
(h) Transfer of subscription rights to shares
Any transfer of the subscription rights to shares shall be subject to approval of the Board of
Directors of the Company.
(i) Acquisition of subscription rights to shares by the Company① At any time on or before the day immediately preceding the Commencement Date of theexercise period of subscription rights to shares, the Company may acquire all of subscription
rights to shares without contribution on a date specified separately by the Board of Directors of
the Company if the Board of Directors of the Company deems it appropriate for the Company
to acquire subscription rights to shares.
11

In principle, a holder of share certificates, etc. issued by the Company and whose holding ratio of share certificates, etc. inrespect of such share certificates, etc. is 20% or more (including a person who is determined to be a specified large holder
by the Board of Directors). However, the specified large holder shall not include (x) any person whose acquisition andholding of the share certificates, etc. of the Company is determined by the Board of Directors to not be in conflict with theCompany group’s corporate value and common interests of the shareholders; and (y) any other person as separately
specified by the Board of Directors in the resolution. The same applicable hereafter.
12
In principle, a person who makes a public notice of purchase, etc. of share certificates, etc. (as set forth in Article 27-2,
Paragraph 1 of the Financial Instruments and Exchange Act; the same applies in this footnote 12) issued by the Company
through a tender offer and whose holding ratio of share certificates, etc. in respect of the holding (as similar acts, including
acts set forth in Article 7, Paragraph 1 of the Enforcement Order of the Financial Instruments and Exchange Act) of suchshare certificates, etc. after such purchase, etc. is 20% or more together with those of a person having a special relationshipwith such person or a person who is determined to be a specified large-scale purchaser by the Board of Directors.
However, the specified large-scale purchaser shall not include any person whose acquisition and holding of the sharecertificates, etc. of the Company is determined by the Board of Directors to not be in conflict with the Company’s corporate
value and common interests of the shareholders and (y) any other person as separately specified by the Board of Directors
in the resolution. The same applicable hereafter.
13
An “affiliate” of any person means a person deemed by the Board of Directors to substantially control, be controlled by, or
be under such common control with such person (including any person who is assumed by the Board of Directors to be anaffiliate) or a person deemed by the Board of Directors to act with such person. The term “control” means to “control thedetermination of the financial and business policies” (as set forth in Article 3, Paragraph 3 of the Enforcement Order of theCompanies Act) of other company or entity.

(English Translation)― 58 ―

② On a day specified separately by the Board of Directors, the Company may acquire all of thesubscription rights to shares that are held by a person other than an Ineligible Person and thathave not been exercised on or before the business day immediately preceding such date as
specified by the Board of Directors, and deliver the Company’s shares equivalent to theSpecified Number of Shares Issued per stock acquisition right.
Furthermore, on and after the date on which such acquisition was carried out, when the
Company deems to exist a person holding the subscription rights to shares other than theIneligible Person, the Board of Directors of the Company may acquire all of unexercised
subscription rights to shares on the business day immediately preceding the date after the
aforementioned acquisition specified by the Board of Directors of the Company, and deliver
the Company’s shares equivalent to the Specified Number of Shares Issued per stockacquisition right. The same applicable hereafter.
(j) Delivery of subscription rights to shares in case of Merger, Absorption Split, Incorporation Split,
the Board of Directors of the Company shall separately determine the details in the Allotment
Resolution.
(k) Stock Acquisition Right Certificates
Stock acquisition right certificates shall not be printed or delivered.
(l) Others
In addition to the above, details of the subscription rights to shares shall be separately determinedby the Allotment Resolution.

(4) Renewal of the Plan
The renewal of the Plan is subject to approval of a majority of the voting rights of the shareholders
present at this General Meeting of Shareholders.
(5) Effective Period, Abolishment and Renewal of the Plan
The effective period of the Plan shall be from the close of this General Meeting of Shareholders to theclose of the Ordinary General Meeting of Shareholders to be held in June, 2017.
However, even if during the effective period ① a majority of the voting rights of the shareholders
present having voting rights adopt the resolution to abolish the Plan at the general meeting ofshareholders of the Company or ② the Board of Directors of the Company which is constituted by
Directors elected at the general meeting of shareholders of the Company adopts the resolution toabolish the Plan, the Plan shall be abolished at that time.

(English Translation)― 59 ―

If during the effective period of the Plan it becomes necessary to amend the clauses or the meaning of
the terms of the Plan due to the enactment, revision or repeal of the laws and ordinances or regulationsof the Financial Instruments Exchange, etc. or due to such typographic errors or others as the Board of
Directors deems it appropriate to amend, the Plan may be amended following approval of the
Independent Committee.
In the event that the Plan is abolished, amended or changed, the proposed abolishment, amendment orchange, and the details (in the cases of amendment and change) and any other matters deemed
appropriate by the Board of Directors of the Company or the Independent Committee shall be
disclosed immediately.
(6) Amendment due to Revision of Laws and Ordinances
The provisions of the laws and ordinances cited in the Plan are based on the provisions which are ineffect as of May 13, 2014. If it becomes necessary to amend the clauses or the meaning of the terms ineach of the above paragraphs due to the enactment, revision or repeal of the laws and regulations
thereafter, the Board of Directors may take into consideration the purpose of such enactment, revisionor repeal, and deem the clauses or the meaning of the terms in each of the above paragraphs to be
replaced as is appropriate to a reasonable extent.
3.

Reasonableness of the Plan

(1) Fulfillment of Conditions, etc. of Guideline for the Plan
The Plan is in accordance with three (3) principles prescribed in the “Guidelines Regarding Takeover
Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’Common Interests” published by the Ministry of Economy, Trade and Industry and the Ministry ofJustice on May 27, 2005. Three principles are, namely, the “principles of securing and enhancing ofcorporate value and shareholders’ common interests”, the “principles of prior disclosure and principles
of upholding the shareholders’ intention” and “the principles of necessity and suitability”. In
addition, the Company believes that it is reasonable since the Plan satisfies the content of the“Takeover Defense Measures in Light of Recent Environmental Changes” published by the Corporate
Value Study Group of the Ministry of Economy, Trade and Industry on June 30, 2008, and otherpractice and discussions relating to takeover defense.
(2) Securing and Enhancing Common Interests of the Shareholders
As mentioned in 1. (3) “Purpose of the Plan” above, in the event that the Large–scale Purchase isconducted the Plan enables shareholders and the management and the Independent Committee tosecure sufficient information and time necessary for the shareholders to make judgment of whether or
not they should accept or for the management and the Independent Committee to confer and negotiatewith the Large-scale Purchaser so that the corporate value of the Company and common interests ofthe shareholders are aimed to be secured and enhanced.
(3) Emphasis Placed on Intention of Shareholders
As mentioned in 2.(4) “Procedures for this Renewal”, the Plan is subject to approval at this General
Meeting. Further, as mentioned in 2.(1)(e) ”Procedures for this Plan”, the Board of Directors of theCompany shall ask the shareholders to confirm their intention with respect to whether or not to
implement the gratis allotment of subscription rights to shares at the general meeting of shareholders.
Moreover, since the term of office of Directors of the Company is one year, it is possible to reflect theintention of shareholders with respect to the Plan through annual election of Directors.

(English Translation)― 60 ―

(4) Emphasis Placed on Judgment Made by Independent External Persons and Disclosure ofInformation
With respect to operation of implementation of the gratis allotment of subscription rights to shares,
the Independent Committee composed by members selected from External Directors, External Audit& Supervisory Board Members or external knowledgeable persons who are highly independent fromthe management in charge of the Company’s business, shall make substantially a judgment.
Accordingly, it severely administrates the Board of Directors so as to prevent it from arbitrarily
implement the gratis allotment of subscription rights to shares.
Furthermore, the outline of the judgment shall be disclosed to shareholders so that the Plan will be
operated transparently in benefitting the corporate value of the Company and common interests of theshareholders.
(5) Setting forth Reasonable and Objective “Requirements for Implementation of Gratis Allotment of
Subscription Rights to Shares”
As mentioned in 2.(1)(d) “Procedures for the Plan” above and 2.(2) “Requirements for
Implementation of the Gratis Allotment of Subscription Rights to Shares” above, the gratis allotmentof subscription rights to shares shall not be implemented unless the reasonable and objective
requirements are satisfied so that it is secured to prevent the Board of Directors from rendering any
arbitrary judgment.
(6) Opinion of Third Party Expert
As mentioned in 2.(1)(c)②“Procedures of this Plan”, in the event that the Large-scale Purchaser
conducts the Large-scale Purchase, the Independent Committee may consult with independent third
parties (including a financial adviser, certified public accountant, lawyer, consultant and other expert)
so that it is highly secured that the Independent Committee shall render a judgment fairly andobjectively.
(7) The Plan being not “dead-hand” takeover defense measure or “slow-hand” takeover defense measure
As described in 2.(5) “Effective Period, Abolishment and Renewal of the Plan” above, the Plan isintended to be able to be abolished by the Board of Directors constituted by Directors who arenominated by any person who has purchased share certificates, etc. of the Company in large amounts,
and are elected at the general meeting of shareholders. Therefore, the Plan is not a so-called “deadhand” takeover defense measure (a takeover defense measure that cannot prevent the triggering of themeasure even if a majority of the members of the Board of Directors are replaced). In addition, theterm of office of the Directors of the Company is one (1) year, the Plan is not a “slow-hand” takeover
defense measure (a takeover defense measure which takes more time to prevent the measure frombeing triggered because the members of the Board of Directors cannot be replaced at once).
4.

Impact of the Plan upon Shareholders and Investors(1) Impact of this Renewal upon Shareholders and Investors
Since this Renewal does not actually involve with the gratis allotment of subscription rights to shares,
it will not affect directly any rights and interests of shareholders and investors of the Company.
(2)

Impact of consummating the gratis allotment of subscription rights to shares upon shareholders andinvestors(English Translation)― 61 ―

(a) Procedures for the gratis allotment of subscription rights to shares
In the event that the gratis allotment of subscription rights to shares is approved at the General
Meeting of Shareholders of the Company, the Board of Directors of the Company shall makepublic notice relating to the allotment date (in case that the Large-scale Purchaser does not comply
with the procedures of the Plan, the Company shall implement the gratis allotment of subscription
rights to shares and make public notice thereof immediately). In this case, shareholders whoentered or recorded in the last register of shareholders of the Company on the allotment date(“Allotted Shareholders”) shall be allotted gratis in principle one (1) stock acquisition right per one(1) share held. Since Allotted Shareholders become holders of subscription rights to shares as amatter of course on the effective date of the gratis allotment of subscription rights to shares, they
will not be required to follow the application procedures.
(b) Exercise procedures of subscription rights to shares
The Company shall in principle send Allotted Shareholders exercise notice (in the Company’s
specified form in which indispensable items shall be filled in such as the contents and the numberof subscription rights to shares exercised and the exercise date of the subscription rights to shares;
shareholders are required to represent and warrant for satisfying the exercise conditions andindemnify the Company and covenant certain items in connection therewith) and other documents
required for the exercise of subscription rights to shares. After the implementation of the gratis
allotment of subscription rights to shares, shareholders will be required to present these necessary
documents within the exercise period and pay such price per stock acquisition right (minimum one(1) yen per subscription rights to shares) as determined in the Allotment Resolution at the payment
handling place and one (1) share of the Company shall be allotted upon exercise of one (1) stockacquisition right. If any shareholder does not exercise subscription rights to shares and pay cash
equivalent to the exercise price, shares held by such shareholder will be diluted by virtue of theexercise of subscription rights to shares by other shareholders.
However, as stated in (c) below, the Company may acquire subscription rights to shares fromshareholders other than the Ineligible Person in exchange for shares of the Company. In the eventthat the Company takes such acquisition procedures, shareholders other than the Ineligible Person
will receive shares of the Company without exercising the subscription rights to shares or paying
the exercise price so that shares held by the shareholders will not in principle be diluted.
Furthermore, even if the gratis allotment of subscription rights to shares was once approved to be
implemented (including the case that the Board of Directors of the Company resolved upon
implementation of the gratis allotment of subscription rights to shares due to non-compliance withthe procedures of the Plan by the Large-scale Purchaser), in the event that the Independent
Committee rendered recommendations to cancel the gratis allotment of subscription rights toshares or acquire gratis all the subscription rights to shares (due to any of the requirements (d)①(i)or (ii) of 2.(1) “Procedures required by the Plan”) and the Board of Directors of the Company
adopted the resolution to that effect, the gratis allotment of subscription rights to shares may becanceled by the date immediately preceding the commencement date of the effective period of thegratis allotment of subscription rights to shares (prior to taking effect of the gratis allotment) or
subscription rights to shares may be acquired gratis (after taking effect of the gratis allotment). In
these cases, the value of each share of the Company is not diluted so that shareholders andinvestors who conducted sale and purchase of shares on the assumption that the value of each shareof the Company would be diluted, may incur damages resulting from fluctuation of share price of
the Company.
(c) Procedures for Acquisition of Subscription Rights to Shares by the Company
When the Board of Directors of the Company determined to acquire subscription rights to shares,(English Translation)― 62 ―

the Company may acquire subscription rights to shares from shareholders other than the Ineligible
Person in exchange for shares. In this case, shareholders will receive in principle one (1) share of
the Company (as consideration for the Company’s acquisition of stock acquisition right) per one(1) stock acquisition right without paying any cash equivalent to the exercise price. Furthermore, inthis case, shareholders may be required to separately deliver a letter of pledge in the Company’s
specified form, including representation and warranty relating to the relevant shareholder being not
the Ineligible Person, indemnification clause, other covenants.
In addition to the above, since information relating to details of a manner of allotment, a manner of
exercise and a manner of acquiring subscription rights to shares shall be disclosed or notified toshareholders upon determination in the resolution relating to the gratis allotment of subscription
rights to shares, shareholders are required to confirm the content.
End(English Translation)― 63 ―

Exhibit 1

Outline of Rules for Independent Committee

・ The Independent Committee is established by resolution of the Board of Directors of the Company.
・ The number of members of the Independent Committee is three (3) or more, and shall be elected by
the Board of Directors from among (i) External Directors of the Company, (ii) and External Audit &Supervisory Board Members of the Company and external knowledgeable persons who are
independent from the management which executes business of the Company. However,knowledgeable persons must be a manager of proven worth, a person specialized in investmentbanking business and well acquainted with the Company’s business area, a lawyer, a certified public
accountant or a researcher majoring in mainly the Companies Act, etc. or a person equivalent thereto,
who will be required to enter into an agreement with the Company providing for obligations and others
to discharge with good faith and care separately specified by the Company.
・ The term of office of the members of the Independent Committee shall expire upon the close of theOrdinary General Meeting of Shareholders to be held in June 2017 like the effective period of thisPlan. Provided, however, that the foregoing shall not be applicable when the Board of Directors of theCompany determines otherwise through its resolution. The members who are External Director orExternal Audit & Supervisory Board Member shall terminate the term of members of the Independent
Committee when they resign as External Director or External Audit & Supervisory Board Member, as
the case may be. Provided, however, that the foregoing shall not be applicable when reelected.
・ The Independent Committee shall make determination with respect to each of the following items andnotify the Board of Directors of the Company of each of the contents of the determination together
with the reasons. The Board of Directors of the Company as an organization under the Companies Act
shall adopt resolution of whether or not the gratis allotment of subscription rights to shares should be
implemented upon paying respect to the full extent to the recommendations of the Independent
Committee. Furthermore, each member of the Independent Committee and each Director shall be
required to act from the viewpoint of whether or not it benefits solely the corporate value of theCompany and common interests of shareholders but not for the purpose of gaining own or personal
interests of the people in the management.
① Whether or not the gratis allotment of subscription rights to shares should be implemented.
② Whether the gratis allotment of subscription rights to shares should be cancelled or thesubscription rights to shares should be acquired gratis by the Company.
③ Any other matters to be decided by the Board of Directors and consulted by the Board of Directors
to the Independent Committee.
・ In addition to the above, the Independent Committee shall be required to discharge each of thefollowing matters:① Judgment that the Plan shall apply to the Large-scale Purchase.
② Determination of information to be provided to the Independent Committee by the Large-scale
Purchaser and the Board of Directors of the Company, and the time limit thereof.
③ Scrutiny and examination of the Large-scale Purchase by the Large-scale Purchaser.
④ Negotiation and conference with the Large-scale Purchaser.
⑤ Demand to the Board of Directors of the Company to provide an alternative plan and examinationof the alternative plan.
⑥ Determination of extension of the Independent Committee Examination Period.
⑦ Approval of amendment or change of the Plan.
⑧ Any other matters the Independent Committee may conduct in the Plan.

(English Translation)― 64 ―

・

・

・

・
・
・

⑨ Matters the Independent Committee may conduct in accordance with the decision separately madeby the Board of Directors of the Company.
When the Independent Committee deems the content of the Statement of Purchase insufficient, it will
ask the Large-scale Purchaser to provide additional information. Furthermore, In the event that theLarge-scale Purchaser has provided the Independent Committee with the Statement of Purchase andinformation additionally demanded by the Independent Committee to be provided,, the Independent
Committee may demand the Board of Directors of the Company as necessary to provide theIndependent Committee with opinion relating to the content of the Large-scale Purchase by the Largescale Purchaser, supporting materials, an alternative plan and other information deemed necessary by
the Independent Committee, within the specified time limit set forth.
As necessity arises, the Independent Committee may directly or indirectly confer and negotiate with
the Large-scale Purchaser so as to improve the content of the Large-scale Purchase from the viewpointof securing and enhancing the corporate value of the Company and common interests of shareholders
and shall present an alternative plan of the Board of Directors of the Company to shareholders.
The Independent Committee may request Directors, Audit & Supervisory Board Members, employees
and other persons deemed necessary by the Independent Committee to attend a meeting for the
purpose of collecting necessary information and ask explanation of the matters specified by the
Independent Committee from them.
The Independent Committee may consult with independent third parties (including financial advisers,
certified public accountants, lawyers, consultants and other specialists) at the Company’s account.
Whenever the Large-scale Purchase is conducted or otherwise, any member of the Independent
Committee may convene the Independent Committee.
The quorum of the Independent Committee shall be three or more members and resolution shall be
adopted in principle by a majority of the member present. Provided, however, that in the case of
inevitable reason, the quorum is a majority of the members and resolution shall be adopted by amajority of the members present.
End(English Translation)― 65 ―

Exhibit 2

Resume of Candidates for Members of Independent Committee

Members of the Independent Committee at the time of this Renewal shall be the following four persons.
ProfileName(Date of Birth)(Brief History, Position, Responsibility, and Important Position of Other Organizations
Concurrently Assumed, if any)

Apr. 1983
Mar. 1988
Koichiro Horiuchi(September 17, 1960)

Jun. 2008

Joined Long-Term Credit Bank of Japan
Joined Fuji Kyuko Co., Ltd., General Manager, Corporate
Planning Division, Fuji Kyuko Co., Ltd.
Director, Fuji Kyuko Co., Ltd.
Senior Managing Director, Fuji Kyuko Co., Ltd.
Representative Director and Senior Managing Director, Fuji
Kyuko Co., Ltd.
President and Representative Director, Fuji Kyuko Co.,
Ltd.(Incumbent)
External Director of the Company (Incumbent)

Apr. 1989
Jan. 2001
Jul. 2005
Jun. 2007
June.2014

Joined Mitsubishi Corporation
Joined McKinsey & Company
Representative and CEO, GLOBIS Management Bank
Representative and CEO, ProNova Inc. (Incumbent)
External Director of the Company (scheduled)

Apr. 1969
Apr. 1989

Registered as Attorney
Practicing-Attorney-Professor for Civil Advocacy, Legal
Training and Research Institute of the Supreme Court of Japan
External Audit & Supervisory Board Member of the Company(Incumbent)

Jun. 1988
Feb. 1989
Jun. 1989
Sep. 1989

Etsuko Okajima(May 16, 1966)

Tadashi Ooe(May 20, 1944)

Jun. 2004

Jul. 2001
Jul. 2002
Takehiko Takagi(Jan. 23, 1945)

Jul. 2003
Aug. 2003
Jun. 2008

Chief, Kanazawa Regional Taxation Bureau
President, National Tax College
External Director of the Company
Retired from National Tax Administration Agency
Registered as Certified Public Tax Accountant
External Audit & Supervisory Board Member of the Company(Incumbent)

Notes:
1. The Company submitted an independent director/ audit & supervisory board member notification
designating Mr. Koichiro Horiuchi, Mr. Tadashi Ooe and Mr. Takehiko Takagi as independent
director/ audit & supervisory board member to Tokyo Stock Exchange Inc.
2. Ms. Etsuko Okajima is a candidate for External Director and the Company is scheduled to submit
an independent director/ audit & supervisory board member notification designating her as anindependent director/ audit & supervisory board member on condition that she will be elected assuch.
3. The Company has no special relationship with each of the members.
End(English Translation)― 66 ―

Attachment＜Reference＞Outline of the Procedures in the Plan

Appearance of Large-scale Purchaser
Boardof
Directors

Independent
Committee

B/D

Receipt of Statement ofPurchase

Responses to demand from Independent
Committee (“I/C”) (Within time limit fixedby I/C (Maximum 60 days)
Provision
Request B/D to proProvision
vide information
I/C evaluation & examination (countermeasures to be
consummated) (within 60 days or 90 days after receipt of
information)
If necessary, adopt resolution to extend 30 days.
Recommendation (“Rcdtin”)
Pay respect to the full extent to Rcdtin of I/C
B/D resolution not to
consummate
countermeasures

B/D
resolution
consummate
countermeasures

nonwith

Rcdtinto

Holding
shareholders
meeting
Resolution on gratis
allotment of SRSs
DisappApprovalroval
Not
consummatedgratis allotment ofsubscription rights toshares(“SRSs”)

In case ofcompliance
Plan

Procedures of Plan
not to be complied
with

Consummated gratis allotment of SRSs

* This is only an outline summarizing the Plan. Please refer to the main text for the details of the Plan.

(English Translation)― 67 ―