Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

To Our Shareholders

Securities Code: 9627
July 7, 2023
Start date of measures for electronic provision: June 30,2023
Kiichi Otani
President and Representative Director
AIN HOLDINGS INC.
5-2-4-30, Higashisapporo, Shiroishi-ku, Sapporo

Notice of Convocation of
the 54th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 54th Ordinary General Meeting of Shareholders of AIN HOLDINGS INC.
(hereinafter the “Company”) to be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on the Company’s website. Please access the website below to view the information.
The Company’s website:
https://www.ainj.co.jp/ir/library.html (in Japanese)(Access the above website and view the documents listed under “General Meeting of Shareholders.”)
In addition to the Company’s website, the matters subject to measures for electronic provision are also posted oneach of the following websites.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9627/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “AIN HOLDINGS” in “Issue name(company name)” or the Company’s securities code “9627” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)In the event that you do not attend the meeting, you may exercise your voting rights either via the Internet or inwriting (by mail). Please review the Reference Documents for the General Meeting of Shareholders and refer to“Information on Exercise of Voting Rights” on page 3 to exercise your voting rights.

-1-1. Date and Time: Friday, July 28, 2023 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Location:
Sapporo Grand Hotel, “Grand Hall” (2nd Floor)
Nishi 4, Kita 1, Chuo-ku, Sapporo
3. Agenda for the Meeting
Matters to be Reported:(1) The Business Report, the Consolidated Financial Statements, and the report on results of the audits by the
Accounting Auditor and the Board of Corporate Auditors regarding the Consolidated Financial Statements
for the 54th business term (from May 1, 2022 to April 30, 2023)(2) The Non-Consolidated Financial Statements for the 54th business term (from May 1, 2022 to April 30,
2023)
Matters to be Resolved:
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Election of Twelve (12) Directors
4. Information on Exercise of Voting Rights
・ If you exercise your voting rights more than once via the Internet, only the voting rights you exercise last
will be valid.
・ If you exercise your voting rights both via the Internet and in writing (by mail), only the voting rights you
exercise via the Internet will be valid regardless of the date and time the written form was received by theCompany.
・ If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of
the proposals on the Voting Rights Exercise Form, it will be treated as an indication of your approval.
・ Please refer to “Information on Exercise of Voting Rights” below as well.
 If attending the meeting in person, please present the Voting Rights Exercise Form at the reception desk.
 If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Company’s aforementioned website, the website for posted informational materials
for the general meeting of shareholders and the TSE website.
 Paper-based documents stating matters subject to measures for electronic provision are sent to shareholders who have requested thedelivery of paper-based documents, however those documents do not include the following matters in accordance with the provisionsof laws and regulations and Article 16 of the Company’s Articles of Incorporation.
1)“Consolidated statements of changes in shareholders’ equity” and “Notes to consolidated financial statements” in theConsolidated Financial Statements
2)“Non-consolidated statements of changes in shareholders’ equity” and “Notes to non-consolidated financial statements” in
the Non-Consolidated Financial Statements
Accordingly, Consolidated Financial Statements, and Non-Consolidated Financial Statements included in these paper-based
documents are part of the subject documents that were audited by the Accounting Auditor in preparing the Accounting Auditor’sReport and by the Corporate Auditors in preparing their audit report.
 In order to further deepen communication with shareholders, the Company has introduced “Smart Convocation,” which enables
shareholders to easily view key content and related information of Reference Documents for the General Meeting of Shareholders,etc., and exercise their voting rights via smartphones and other devices.
https://p.sokai.jp/9627/ (in Japanese)-2-

Information on Exercise of Voting Rights
Exercise of voting rights at the Company’s General Meeting of Shareholders is shareholders’ important right.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.
You may exercise your voting rights by one of the following three methods.

If you are attending themeeting

Exercise of voting rights via
the Internet

Exercise of voting rights inwriting (by mail)Please submit the Voting Rights Exercise
Form at the reception.

Please enter your approval or disapprovalof the proposals by following the
instructions below.

Please indicate your approval ordisapproval of the proposals on the Voting
Rights Exercise Form and return it to theCompany.

Date and Time:

Deadline for exercise of voting rights via
the Internet

Deadline for exercise of voting rights by
mail

10:00 a.m., Friday, July 28,
2023 (Reception will open at
9:00 a.m.)

All data entry to be completed
no later than 6:00 p.m.,
Thursday, July 27, 2023.

To be received no later than
6:00 p.m., Thursday, July 27,
2023.

・ If you exercise your voting rights both via the Internet and in writing (by mail), only the voting rights you exercise via the Internet
will be valid. If you exercise your voting rights more than once via the Internet, only the voting rights you exercise last will bevalid.

・ If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the
Voting Rights Exercise Form, it will be treated as an indication of your approval.

Guidance for the Exercise of Voting Rights via the Internet
Scanning the login QR CodeEntering voting rights exercise code and password“Smart Vote”
You can simply log in to the voting website without
entering your voting rights exercise code and password.

Voting website:

1 Please scan the QR Code printed on the lower right-handside of the Voting Rights Exercise Form.
* “QR Code” is a registered trademark of DENSO WAVE
INCORPORATED.
2 Indicate your approval or disapproval by following the
instructions on the screen.

https://soukai.mizuho-tb.co.jp/(in Japanese)

1 Please access the website for the exercise of voting
rights.
2 Enter the voting rights exercise code printed on the
Voting Rights Exercise Form.
3 Enter the password printed on the Voting Rights
Exercise Form.
4 Indicate your approval or disapproval by following the
instructions on the screen.

Please note that exercising voting rights by using“Smart Vote” method is available only once.

If you need to make a correction to the content of your voteafter you have exercised your voting rights, please accessthe website for personal computer and log in by entering
your voting rights exercise code and password printed on
the Voting Rights Exercise Form, and exercise your voting
rights again.
* You can access the website for personal computer by
scanning the QR Code again.

In case you need instructions for how to operate
your personal computer, smartphone or mobile
phone in order to exercise your voting rights via theInternet, please contact:

Mizuho Trust & Banking Co., Ltd. Stock Transfer Agency
Internet Help Dial

0120-768-524 (toll free only from Japan)(9:00 a.m. – 9:00 p.m. except New Year holidays)

Institutional investors may make use of the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

-3-

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

Distribution of Surplus

As we consider returning profits to shareholders to be one of the most important management issues, and taking into
consideration future business development while maintaining stable dividends, the Company proposes to pay a yearend dividend for the fiscal year as follows:
Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥60 per common share of the Company
Total payment: ¥2,107,801,440
Effective date of dividends of surplus
July 31, 2023

-4-

Proposal No. 2:

Election of Twelve (12) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all 12 Directors will expire.
Therefore, the Company proposes the election of 12 Directors. When selecting candidates for Director, a report was
submitted by the Nomination and Remuneration Committee in which independent outside Directors make up the
majority of the members.
The candidates for Director are as follows:
CandidateNo.

Current positions and responsibilities in the
CompanyName

1Kiichi Otani

2

Shoichi Shudo

3

Toshihide Mizushima

4

Miya Oishi

5

Masato Sakai

6

Rieko Kimei

7

Nobuyuki Takakura

8

President and Representative Director
Representative Senior Managing Director
in charge of Store Development
Representative Senior Managing Director
in charge of Operating Management, Operational
Support and Digital Promotion

Candidate
attributes
Reelection
Reelection

Attendance at Boardof Directors meetings
for the fiscal year
2022
11/11
(100%)
9/11(82%)

Reelection

11/11(100%)

Reelection

11/11(100%)

Reelection

11/11(100%)

Reelection

11/11(100%)–New election–

Kaori Ishikawa

Executive Officer,
Division Manager of Cosmetic and Drug StoreOperating Management

New election–

9

Noriko Endo

Outside Director

10Junro Ito

Outside Director

11

Shigeru Yamazoe

Outside Director

12

Hideki Kuriyama

Outside Director

Managing Director
Director
Division Manager of Dispensing Pharmacy
Operating Management
Director
Division Manager of Personnel

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection
Candidate for Director to be reelected
New election Candidate for Director to be newly elected
OutsideIndependent

Candidate for Outside Director
Independent officer as stipulated by the Tokyo Stock Exchange

-5-

11/11
(100%)
10/11
(91%)
9/9
(100%)
7/9(78%)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
July 1980

Kiichi Otani(July 19, 1951)
Reelection
Number of years in office:43 years
Attendance at Board of
Directors meetings: 11/11
1

2

Nov. 1981

July 1983
May 1985
May 1988

President and Representative Director of Otani
Corporation (now AIN HOLDINGS INC.)
Founder and Director of Daiichi Medical
Testing Laboratories Co., Ltd., Asahikawa (nowAIN HOLDINGS INC.)
President and Representative Director
Managing Director of the Company
President and Representative Director (current
post)

Number of theCompany’s sharesowned

3,238,909 shares[Reasons for nomination]
Mr. Otani has always demonstrated excellent leadership and decisiveness in leading the Company, and as thechairperson of the Board of Directors, he appropriately manages the Board of Directors and supervises the execution ofbusiness operations by the Directors.
The Company proposes Mr. Otani as a candidate for Director because of his abundant management experience andknowledge in various businesses, including financial and investment strategies, and because the Company believes that
he is qualified for the position of Director to continue to make decisions on management policy and corporate strategy
and to supervise the execution of business operations.
Mar. 1982
Joined Daiichi Medical Testing Laboratories
Co., Ltd. (Asahikawa, now AIN HOLDINGS
INC.)
May 1991
Division Manager of Corporate Planning of theCompany
June 1994
Director and Division Manager of
Administration of AIN MEDICAL SYSTEMS
Shoichi Shudo
Inc. (now AIN HOLDINGS INC.)(November 16, 1959)
Feb. 2000
Department Manager of Kansai Sales,
Reelection
Dispensing Pharmacy Business of the Company
Number of years in office:9,691 shares
July 2000
Director
23 years
Attendance at Board of
May 2003
Managing Director
Directors meetings: 9/11
May 2004
Division Manager of Dispensing Pharmacy
Business
May 2012
Senior Managing Director
Nov. 2015
Representative Senior Managing Director in
charge of Store Development (current post)
May 2020
Chairman of Nippon Pharmacy Association(NPhA) (current post)[Reasons for nomination]
Mr. Shudo has served as the Head of Corporate Planning Division and in other positions related to the management of
the Dispensing Pharmacy Business and has contributed significantly in the areas of store management, store
development, and M&A in the Dispensing Pharmacy Business through his management analysis based on changes inthe business environment, his wide-ranging personal connections, and his high-level coordination ability.
The Company proposes Mr. Shudo as a candidate for Director because it believes that he is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986
May 2000
July 2000
Feb. 2001

Toshihide Mizushima(March 10, 1960)
Reelection
Number of years in office:23 years
Attendance at Board of
Directors meetings: 11/11

May 2003
May 2012
Nov. 2012
Nov. 2015

3
July 2018

May 2020

4

Joined Otani Corporation (now AINHOLDINGS INC.)
Department Manager of Drug Store, Cosmetic
and Drug Store Business of the Company
Director
Division Manager of Cosmetic and Drug StoreBusiness
Managing Director
Senior Managing Director and Division
Manager of Administration
President and Representative Director of
WHOLESALE STARS Co., Ltd. (current post)
Representative Senior Managing Director of theCompany (current post)in charge of Operating Management andOperational Support
In charge of Operating Management,
Operational Support and Information
Technology Management
In charge of Operating Management,
Operational Support and Digital Promotion(current post)

Number of theCompany’s shares
owned

27,791 shares[Reasons for nomination]
Mr. Mizushima has served as the Representative Director of a major subsidiary of the Company and in other positions
related to the management of the Dispensing Pharmacy Business and Cosmetic and Drug Store Business, and has
contributed significantly to the appropriate promotion of the digital field and the improvement of productivity in bothbusinesses through his strong leadership and decisiveness.
The Company proposes Mr. Mizushima as a candidate for Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.
July 1993
Director of DAICHIKU Co., Ltd. (current post)
May 2007Managing Director
July 2008
President and Representative Director
Apr. 2011
Vice President and Representative Director of
AIN MEDICAL SYSTEMS Inc. (now AINHOLDINGS INC.)
Feb. 2012
President and Representative Director
Miya Oishi(August 7, 1960)
July 2012
Director and Deputy Department Manager ofReelection
Dispensing Pharmacy Business of the Company
Number of years in office:
7,178 shares
July 2014
Managing Director (current post)
11 yearsNov. 2015
Division Manager of Operating Management
Attendance at Board ofPresident and Representative Director of AIN
Directors meetings: 11/11
PHARMACIEZ INC.
May 2019
July 2021
May 2023

In charge of Dispensing Pharmacy Operating
Management of the Company
Division Manager of Dispensing Pharmacy
Operating Management
Director of AIN PHARMACIEZ INC. (current
post)[Reasons for nomination]
Ms. Oishi has served as the Representative Director of a major subsidiary of the Company and as the head of the
Dispensing Pharmacy Business, and has contributed significantly to the growth of both businesses through her excellent
leadership skills, strong sense of responsibility and sense of ethics from a practical and multilateral perspective.
The Company proposes Ms. Oishi as a candidate for Director because it believes that she is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Jan. 1999
May 2004
May 2006
July 2011

Nov. 2012

5

Masato Sakai(June 3, 1969)
Reelection
Number of years in office:5 years
Attendance at Board of
Directors meetings: 11/11

June 2014
July 2014
Nov. 2015
Dec. 2016

July 2018
May 2019
Aug. 2019

May 2023

Joined the Company
Branch Manager of Tohoku, Dispensing
Pharmacy Business
Division Manager of Corporate Planning
Executive Officer and Division Manager ofSales, Dispensing Pharmacy Business in Tokyo
Metropolitan Area
In charge of Dispensing Pharmacy Business inTokyo Metropolitan Area, and Branch Manager
of Tokyo
President and Representative Director of Asahi
Pharmacy Co., Ltd.
Director of the Company
Retired as Director of the Company
Director in charge of Dispensing Pharmacy
Business in Eastern Japan of AIN
PHARMACIEZ INC. (current post)
Director of the Company (current post)
Division Manager of Store Development
Division Manager in charge of Store
Development, and Department Manager ofGroup Liaison
Division Manager of Dispensing Pharmacy
Operating Management (current post)
President and Representative Director of AIN
PHARMACIEZ INC. (current post)

Number of theCompany’s shares
owned

7,527 shares[Reasons for nomination]
Mr. Sakai has served as the Representative Director of a major subsidiary of the Company and in other positions related
to the operation and store development of the Dispensing Pharmacy Business, and has made particularly strong
achievements in store development, by utilizing his excellent coordination ability and leadership.
The Company proposes Mr. Sakai as a candidate for Director because it believes that he is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

-8-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Dec. 1995

May 2003

May 2004
Rieko Kimei(February 26, 1962)
Reelection
Number of years in office:9 years
Attendance at Board of
Directors meetings: 11/11
6

May 2009

Aug. 2009
May 2013
July 2014
Sept. 2015
July 2016
Feb. 2018
July 2018
May 2022

Joined Daiichi Medical Testing Laboratories
Co., Ltd. (Sapporo, now AIN HOLDINGS
INC.)
Department Manager of Merchandise,
Cosmetic and Drug Store Business of theCompany
Department Manager of Personnel,
Administration Division
Division Manager of Cosmetic and Drug StoreBusiness and Department Manager ofMerchandise
Executive Officer
In charge of Personnel
Director (current post)
Vice President and Representative Director of
AYURA LABORATORIES INC.
President and Representative Director
Director of AIN PHARMACIEZ INC. (current
post)
In charge of Personnel of the Company
Division Manager of Personnel (current post)

Number of theCompany’s shares
owned

6,127 shares[Reasons for nomination]
Ms. Kimei has served as the Representative Director of a major subsidiary of the Company, as the head of the Cosmetic
and Drug Store Business, and as executive officer in charge of personnel, and has contributed significantly particularlyin the areas of organization building, recruitment, and human resource development through her high-level planningability and leadership.
The Company proposes Ms. Kimei as a candidate for Director because it believes that she is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1981
July 2009

July 2010

July 2011

7

Nobuyuki Takakura(January 14, 1957)
New election
Number of years in office:- years
Attendance at Board of
Directors meetings: -/-Sept. 2012

July 2013
Oct. 2013
Apr. 2014
Apr. 2016

Apr. 2017

Apr. 2019
Apr. 2020
July 2020

8

Joined Ministry of Health and Welfare (nowMinistry of Health, Labour and Welfare)
Deputy Assistant Minister for International
Affairs, Minister’s Secretariat, Ministry of
Health, Labour and Welfare
Deputy Director General, Minister’s
Secretariat, Ministry of Internal Affairs andCommunications (In charge of PublicEnterprise)
Assistant Commissioner of the Fire andDisaster Management Agency, Ministry ofInternal Affairs and Communications
Councilor for Pension Service, Minister’s
Secretariat, Ministry of Health, Labour andWelfareRetired from Ministry of Health, Labour andWelfareSenior Adviser of TEIJIN LIMITED
Teijin Group Corporate Officer, Deputy Chief
Social Responsibility Officer
Teijin Group Corporate Officer, Chief Social
Responsibility Officer, in charge of corporate
auditing department, and in charge of utilizationof factory sites
Teijin Group Corporate Officer, Chief Social
Responsibility Officer, and in charge ofcorporate auditing department,
Senior Adviser (part-time)
Adviser of the Company
Senior Managing Director of AIN
PHARMACIEZ INC. (current post)

Number of theCompany’s shares
owned

1,000 shares[Reasons for nomination]
The Company proposes Mr. Takakura as a candidate for Director because of his wide range of knowledge andexperience in legal affairs, risk management and sustainability management, and because the Company believes that heis qualified for the position of Director to make decisions on management policy and corporate strategy and tosupervise the execution of business operations.
Feb. 2007
Joined the Company
Nov. 2015
Division of Operating Management
Division Manager of Cosmetic and Drug StoreBusiness of AIN PHARMACIEZ INC.
Kaori Ishikawa(April 15, 1971)
May 2018
Executive Officer of the Company (current
New election
post)
Number of years in office:Director of AIN PHARMACIEZ INC. (current
1,900 shares- years
post)
Attendance at Board of
May 2019
Division Manager of Cosmetic and Drug Store
Directors meetings: -/Operating Management of the Company(current post)
May 2022
President and Representative Director of
AYURA LABORATORIES INC. (current post)[Reasons for nomination]
Ms. Ishikawa has served as the head of the Cosmetic and Drug Store Business and has contributed significantly to thegrowth of the business by utilizing her excellent coordination ability and leadership. The Company proposes Ms.
Ishikawa as a candidate for Director because it believes that she is qualified for the position of Director to makedecisions on management policy and corporate strategy and to supervise the execution of business operations.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
June 1994
Apr. 2004

9

Number of theCompany’s shares
ownedJoined DIAMOND, Inc.
Head and Director of Tokyo Office, Kyushu
University
Mar. 2006
Deputy Editor of Diamond Weekly,
DIAMOND, Inc.
Sept. 2013
Visiting Researcher at Policy Alternatives
Research Institute, University of Tokyo
Apr. 2015
Project Professor, Graduate School of MediaNoriko Endoand Governance, Keio University(May 6, 1968)
Reelection
June 2016
Outside Director of NTT DOCOMO, INC.
OutsideJuly 2018
Outside Director of the Company (current post)
Independent
200 shares
June 2019
Outside Director of Hankyu Hanshin Holdings,
Number of years in office:Inc. (current post)
5 years
Apr. 2020
Specially Appointed Professor of Keio
Attendance at Board of
University Global Research Institute (current
Directors meetings: 11/11
post)
Mar. 2021
Outside Director of Techpoint, Inc. (current
post)
June 2021
Outside Director of Japan Elevator Service
Holdings Co., Ltd. (current post)
June 2022
Outside Members of the Board of NIPPONTELEGRAPH AND TELEPHONECORPORATION (current post)[Reasons for nomination and overview of expected roles]
In addition to a wealth of insight and experience from editing economic magazines and researching public policy, Ms.
Endo has a wide range of insight of corporate management in the telecommunications, railroad, department store, andother businesses. She has played a sufficient role in providing highly viable supervision of the Company’s management,such as by actively providing opinions and proposals from multilateral perspectives regarding the Company’s
management strategies and other agenda deliberations.
The Company proposes Ms. Endo as a candidate for outside Director because it believes that she is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Aug. 1990
May 2009

10

Number of theCompany’s shares
ownedJoined Seven-Eleven Japan Co., Ltd.
Director, Executive Officer and Senior Officer,
Corporate Development Division of Seven andi Holdings Co., Ltd.
Apr. 2011
Senior Officer, CSR Management Division
May 2016
Given responsibility for all Group companies
Junro Ito
July 2016
Senior Officer, Affiliate Company Division(June 14, 1958)
Dec. 2016
Managing Executive Officer and Head of theReelection
Corporate Development OfficeOutsideMar.
2017
Director of Ito-Yokado Co., Ltd.
Independent– sharesMar.
2018
General Manager of the Corporate
Number of years in office:Development Division of Seven & i Holdings
4 yearsCo., Ltd.
Attendance at Board of
July 2019
Outside Director of the Company (current post)
Directors meetings: 10/11
Apr. 2023
Senior Managing Executive Officer,
Representative Director (current post), Chief
Sustainability Officer, General Manager of ESG
Development Division and Supervising Officer
of Superstore operation (current post) of Sevenand i Holdings Co., Ltd.
[Reasons for nomination and overview of expected roles]
As a representative director of a major global retailer, Mr. Ito has a wide range of insight about ESG (environment,
society, governance) and experience of managing a Group subsidiary and associate in a corporate entity. He has actively
provided opinions and suggestions from a professional perspective on important issues in the Company’s management
strategy, risk management, sustainability management, and Cosmetic and Drug Store Business, and has played asufficient role in providing highly viable supervision of the Company’s management.
The Company proposes Mr. Ito as a candidate for outside Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Apr. 2006

11

12

Number of theCompany’s shares
ownedJoined Marubeni Corporation
Executive Officer and COO of Power Projects
Division
Apr. 2009Managing Executive Officer, COO of Power
Projects & Infrastructure Division, and Chief
Corporate Officer of Abu Dhabi Trade House
Project Department
June 2010
Managing Executive Officer, Member of theBoard, Advisor to the President for Machinery
Group, and Vice Chairman of Investment andShigeru Yamazoe
Credit Committee(August 11, 1955)
Apr. 2012
Senior Managing Executive Officer andReelection
Member of the Board
OutsideIndependent
Apr. 2015
Senior Executive Vice President, Member of– sharesthe Board, and Chief Executive Officer of
Number of years in office:Power Projects & Plant Group
1 yearAttendance at Board ofApr. 2018
Vice Chairman and Member of the Board
Directors meetings: 9/9
June 2018
Outside Director of Fujitec Co., Ltd.
Apr. 2019
Outside Audit & Supervisory Committee
Member of Mizuho Capital Partners Co., Ltd.
(now MCP Partners Co., Ltd.)
Apr. 2020
Chairman of Marubeni Power & Infrastructure
Systems Corporation
Aug. 2020
Outside Director and Audit and Supervisory
Committee Member of Bewith, Inc. (current
post)
July 2022
Outside Director of the Company (current post)[Reasons for nomination and overview of expected roles]
Mr. Yamazoe has a wide range of knowledge and experience in corporate management as a manager of a major trading
company. He has played a sufficient role in providing highly viable supervision of the Company’s management, such as
by actively providing opinions and suggestions from an expert perspective on important matters related to theCompany’s management strategy, financial affairs, and Cosmetic and Drug Store Business.
The Company proposes Mr. Yamazoe as a candidate for outside Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.
Apr. 2004
Assistant Professor of Hakuoh University
Hideki Kuriyama
Apr. 2008
Professor (current post)(April 26, 1961)
Nov. 2011
Manager of Hokkaido Nipponham Fighters
Reelection
OutsideNov. 2021
Manager of Japan National Baseball Team
Independent– sharesJan. 2022
Professor of Hokkaido Nipponham Fighters
Number of years in office:(current post)
1 yearApr. 2022
Specially Appointed Professor of HokkaiAttendance at Board of
Gakuen University (current post)
Directors meetings: 7/9
July 2022
Outside Director of the Company (current post)[Reasons for nomination and overview of expected roles]
Mr. Kuriyama has a wide range of knowledge and experience in organizational governance and human resource
development, having served as the manager of a professional baseball team and a university professor, among others.
He has played a sufficient role in providing highly viable supervision of the Company’s management, such as byactively providing opinions and suggestions from an expert perspective on important matters related to the Company’s
legal affairs, risk management, and sustainability management.
The Company proposes Mr. Kuriyama as a candidate for outside Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

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(Notes)

1. Candidates for Director Ms. Noriko Endo, Mr. Junro Ito, Mr. Shigeru Yamazoe, and Mr. Hideki Kuriyama are candidates
for outside Director. The Company has submitted notification to the Tokyo Stock Exchange that Ms. Noriko Endo, Mr.
Junro Ito, Mr. Shigeru Yamazoe and Mr. Hideki Kuriyama have been designated as independent officers as provided forby the aforementioned exchange. If their reelection is approved, the Company plans for their designation as independent
officers to continue.
2. The Company has entered into limited liability agreements with Ms. Noriko Endo, Mr. Junro Ito, Mr. Shigeru Yamazoeand Mr. Hideki Kuriyama between the Company that limits liability for damages up to the specified amount based on the
Articles of Incorporation of the Company and in compliance with law. If their reelection is approved, the above liability
limitation agreements will be continued.
3. The Company has no plans to enter into a compensation contract with each candidate for the expenses stipulated in Article
430-2, paragraph (1), item (i) of the Companies Act and any losses stipulated in item (ii) of the same paragraph.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers losses such as amount of indemnification,
settlement money and court costs incurred in cases where the insured receives claims for damages from unfair acts basedon their position, during the period of insurance. Each candidate will be included as an insured in the policy. Also, theCompany plans to renew the insurance policy with the same contents at the next renewal date.
5. Ms. Noriko Endo’s name on her family register is Noriko Tsujihiro.
6. Ms. Noriko Endo signed an advisory contract with the Company, but the advisory contract ended at the end of May 2018,
and the Company has determined that there is sufficient independence.
7. There is a lease transaction between the Company’s subsidiary and Ito-Yokado Co., Ltd., for which Mr. Junro Ito served
as a director from March 2017 to February 2020, but the transaction volume is small, so the degree of interdependence is
low and the Company has determined that there is sufficient independence.
8. Both Mr. Shigeru Yamazoe and Mr. Hideki Kuriyama do not have the origins of the Company’s parent companies, siblingcompanies, major shareholder companies, major business partners, etc., and are judged to have high independence andneutrality.
9. There is no special interest between any of the candidates for Director and the Company.
10. Ms. Noriko Endo, Mr. Junro Ito, Mr. Shigeru Yamazoe and Mr. Hideki Kuriyama are currently outside Directors of theCompany, and the term of office as outside Directors will be five years for Ms. Endo, four years for Mr. Ito, and one year
for Mr. Yamazoe and Mr. Kuriyama as of the conclusion of the General Meeting of Shareholders.

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[Reference] Main skills of Directors and corporate auditors after this general meeting
The main skills of Directors and corporate auditors after this general meeting when Proposal No. 2 is approved andadopted as originally proposed are as follows:
Name
Kiichi Otani
Shoichi Shudo
Toshihide Mizushima
Miya Oishi
Masato Sakai
Rieko Kimei
Nobuyuki Takakura
Kaori Ishikawa
Noriko Endo
Junro Ito
Shigeru Yamazoe
Hideki Kuriyama
Koichi Kawamura
Akira Ibayashi
Osamu Muramatsu

IndependenceManagement(for outside
experience
officers only)
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Finance /Monetary●

Legal affairs /Sustainable
Risk
management
management
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Dispensing
Pharmacy
Business●●●●●

Cosmetic andDrug StoreBusiness
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