(Note) This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.

Stock code: 8165
March 8, 2017

NOTICE OF THE
72 ORDINARY GENERAL MEETING OF SHAREHOLDERSnd

Dear Shareholder
You are cordially invited to attend the 72nd Ordinary General Meeting of Shareholders of
Senshukai Co., Ltd. (“the Company”), which will be held as described hereunder.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Material for Ordinary General Meeting of
Shareholders and exercise your voting rights by no later than 5:30 p.m., Wednesday, March 29,
2017, following the “Procedure for Exercising Voting Rights” on next page.
Sincerely yours,
Hiroyuki Hoshino
President and Representative Director
Senshukai Co., Ltd.
1-8-9 Doshin, Kita-ku, Osaka

MEETING AGENDA
1. Date and Time:
2. Venue:

3. Agenda:
Items to be reported:

10:00 a.m., Thursday, March 30, 2017
(Reception will open at 9:00 a.m.)
Mielparque Hall Osaka
4-2-1 Miyahara, Yodogawa-ku, Osaka

1.

2.
Items to be proposed:
Proposal 1
Proposal 2
Proposal 3
Proposal 4
Proposal 5

Business Report, Consolidated Financial Statements for the 72nd
fiscal year (January 1 to December 31, 2016); and Audit Reports of
the Accounting Auditors and the Audit & Supervisory Board
regarding Consolidated Financial Statements for the 72nd fiscal
year
Non-consolidated Financial Statements for the 72nd fiscal year
(January 1 to December 31, 2016)

Appropriation of surplus
Partial amendments to the Articles of Incorporation
Election of nine (9) Directors
Election of one (1) Audit & Supervisory Board Member
Election of one (1) substitute Audit & Supervisory Board Member-1-

If attending the meeting in person, please present the enclosed voting form at the reception desk. For the purpose ofsaving resources, please be sure to bring this notice with you.
We will post any corrections to the Reference Material for Ordinary General Meeting of Shareholders, business
report, consolidated financial statements, or non-consolidated financial statements on the Company’s website(http://www.senshukai.co.jp/soukai).
The Company participates in “electronic voting platforms” for institutional investors operated by ICJ Inc.

Procedure for Exercising Voting Rights
1. Voting by mailPlease indicate your approval or disapproval of the proposals on the enclosed voting form
and return it to us. All forms must be received by no later than 5:30 p.m., Wednesday,
March 29, 2017, the day before the Ordinary General Meeting of Shareholders.
2. Voting website
You can only exercise your voting rights via the Internet by accessing the following
dedicated voting website designated by the Company.
Dedicated voting website address:

http://www.web54.net

3. Handling of votes(1) When exercising your voting rights via the Internet, input the “voting right exercisecode” and “password” written in the enclosed voting form, and indicate your approvalor disapproval by following the on-screen instructions.
(2) The deadline for voting is 5:30 p.m., Wednesday, March 29, 2017.

An early exerciseof your vote would be very much appreciated.
(3) If shareholders duplicate the vote, such as by exercising the voting rights both by mailand via the Internet, we will consider only the Internet vote to be valid. If you votemore than once over the Internet, we will consider the latest vote to be valid.
(4) Any fees to Internet providers and telecommunication companies (connection fees,etc.) incurred by shareholders in using the dedicated voting website, are to be borne by
the shareholders.
4. PC-related technical inquiries, etc.
If you have any technical inquiries regarding the operation of a PC, etc. for voting on thiswebsite, contact the following:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-652-031 (toll-free and available from 9:00 a.m. to 9:00 p.m., only in Japan)-2-

Reference Material for Ordinary General Meeting of Shareholders

Proposal 1: Appropriation of surplus
The Company’s basic policy concerning the appropriation of surplus is to provide distributionof profit to shareholders, setting a dividend payout ratio of 30% as a target; provided,
however, this is consistent with reinforcing the management base and at the same time
maintaining stable dividend and distributing appropriate profit in accordance with earnings.
Under this policy, the year-end dividend for the fiscal year under review was set as
follows.
(1) Type of dividend property
Cash(2) Items concerning allocation of dividend property to shareholders and total amount thereof
4 yen per share of common stock of the Company; the total amount of 208,827,464 yen(3) Effective date of dividends of surplus:
March 31, 2017
The annual dividend will amount to 8 yen per share, including an interim dividend of 4 yen
per share.

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Proposal 2: Partial amendments to the Articles of Incorporation
1. Reasons for amendments(1) The effective period of the Company’s recently adopted “Policy toward Large-scale Purchasesof Shares of the Company (countermeasures against takeovers)” (hereinafter referred to as “theTheplan”) is set to expire at the conclusion of this General Meeting of Shareholders.

Company has determined that the importance of continuation of the plan has declined inrelative terms in consideration of the changes in business environment and theenvironment regarding the countermeasures against takeovers; therefore, at the meeting of
the Board of Directors held on February 17, 2017, the Company’s Board of Directors
adopted a resolution not to renew the plan but to withdraw it at the conclusion of this
General Meeting of Shareholders.
In the event that the Company’s Board of Directors is to carry out an allotment ofstock acquisition rights granted free of charge in accordance with the countermeasuresagainst takeovers under the plan, we deem that such action should be based on the will of
our shareholders, and not solely upon resolution by the Board of Directors.

Premised onthat notion, the Company established Article 19 and Article 20 in the current Articles ofIncorporation, such that include 1) provisions enabling the Company to introduce the plan
upon resolution of the General Meeting of Shareholders, and include 2) fundamental
provisions enabling the Company either to carry out an allotment of stock acquisitionrights granted free of charge upon resolution of the General Meeting of Shareholders, orotherwise delegating the task of carrying out an allotment of stock acquisition rights
granted free of charge to the Board of Directors, in accordance with certain conditions
such that have been established by the General Meeting of Shareholders.
At its meeting held on February 17, 2017, the Company’s Board of Directors adopted
a resolution to withdraw from the plan, rather than renew it, at the conclusion of thismeeting. As such, Article 19 and Article 20 of the current Articles of Incorporation are to
be deleted.
Also, the numbers of the articles from Article 21 onwards of the current Articles ofIncorporation will each be brought up, upon deletion of the text.

-4-

(2) The scope of Directors and Audit & Supervisory Board Members who may enter into
liability limitation agreements has been changed under the “Act for Partial Revision of theCompanies Act” (Act No. 90 of 2014), which came into force on May 1, 2015.
Accordingly, the necessary changes are to be made to Article 29 and Article 36 of thecurrent Articles of Incorporation so that expected roles may be duly performed by those
Directors who do not engage in business execution and those Audit & Supervisory Board
Members who are not Outside Audit & Supervisory Board Members. We have obtained
the consent of each Audit & Supervisory Board Member with respect to changing Article
29 (Limitation of Liabilities of Outside Directors) of the current Articles of Incorporation.

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2. Details of the proposed amendments
Details of the proposed amendments are following:(Underlined portions indicate the parts that are to be changed.)
Current Articles
Article 19 (Matters to Be Resolved at General Meetingof Shareholders)
1. At General Meetings of Shareholders, the Company
may determine, by way of resolution, not only
matters separately prescribed to be resolved thereat inlaws and regulations and these Articles ofIncorporation but also the policy toward large-scalepurchases of shares of the Company.
2. The policy toward large-scale purchases of shares of
the Company mentioned in the preceding paragraphshall mean measures that propose to make it difficult
to acquire the Company by issuing new shares orstock acquisition rights that are not mainly forbusiness purposes such as funding and tie-ups, andwhich are introduced before the commencement ofacquisition by any party that may prejudice thecorporate value of the Company or the common
interest of the shareholders. The introduction in theabove sentence shall mean the determination of
concrete details of the policy toward large-scalepurchases of shares of the Company.
Article 20 (Decision-making body of allotment of stockacquisition rights granted free of charge)
1. The Company may carry out allotment of stockacquisition rights granted free of charge inaccordance with the policy toward large-scalepurchases of shares of the Company, provided for in
the preceding article, based on a resolution of aGeneral Meeting of Shareholders or a resolution of
the Board of Directors, commissioned by a resolutionof a General Meeting of Shareholders, in addition to a
resolution of the Board of Directors.
2. Resolutions of a General Meeting of Shareholders
pursuant to the provisions of the preceding paragraphshall be adopted by a majority of the voting rights ofthe shareholders present, who shall have at least
one-third (1/3) of the aggregate voting rights of all
the shareholders who are entitled to exercise voting
rights.

-6-

Revised Articles proposed(Deleted)(Deleted)

Current Articles
Article 21
toRevised Articles proposed
Article 19
to(Description is omitted.)(Unchanged)

Article 28

Article 26

Article 29 (Limitation of Liabilities of Outside
Directors)
The Company may, pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, conclude withoutside Directors, agreements to limit the liabilities fordamages caused by the neglect of their duties.
However, the maximum amount of the liabilities basedon such agreements shall be the amount provided for inlaws and regulations.

Article 27 (Limitation of Liabilities of Directors)
The Company may, pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, conclude with
Directors (excluding executive directors, etc.),
agreements to limit the liabilities for damages caused by
the neglect of their duties. However, the maximum
amount of the liabilities based on such agreements shallbe the amount provided for in laws and regulations.

Article 30
toArticle 28
to(Description is omitted.)(Unchanged)

Article 35

Article 33

Article 36 (Limitation of Liabilities of Outside Audit &Supervisory Board Members)
The Company may, pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, conclude withoutside Audit & Supervisory Board Members,
agreements to limit the liabilities for damages caused by
the neglect of their duties. However, the maximum
amount of the liabilities based on such agreements shallbe the amount provided by laws and regulations.

Article 34 (Limitation of Liabilities of Audit &Supervisory Board Members)
The Company may, pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, conclude with
Audit & Supervisory Board Members, agreements tolimit the liabilities for damages caused by the neglect of
their duties. However, the maximum amount of theliabilities based on such agreements shall be the amountprovided by laws and regulations.

Article 37
toArticle 35
toArticle 40(Description is omitted.)

Article 38-7-(Unchanged)

Proposal 3: Election of nine (9) Directors
The terms of office of eight (8) Directors will expire at the conclusion of this meeting. At thisjuncture, we would like you to elect nine (9) Directors, including two (2) Outside Directors,
increasing the number of Directors by one (1) to enhance the business structure.
The candidates for Directors are as follows.
Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
held
Sep. 1982 Joined the Company
Mar. 2006 Executive Officer of the Company
Jan. 2008
Division Director of Tokyo Business Divisionof the Company
Mar. 2009 Director and Executive Officer of theCompany
Reelection
Dec. 2010 President and Representative Director ofYears served as
Mobakore Co., Ltd.
Director: 8 years
Jan. 2011
Division Director of Business Development
Hiroyuki Hoshino
Division of the Company
17,300(December 10, 1959)
Jan. 2013
General Manager of Corporate Planning
Division of the Company
Board of Directors
Mar. 2015 Managing Director and Executive Officer of
Meeting Attendance
the Company
100% (17/17)
Aug. 2015 In charge of Administration Division, General
Manager of Corporate Planning Division,
Division Director of Sales Planning Divisionof the Company
Jan. 2016
President and Representative Director of theCompany (present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Hiroyuki Hoshino has served in sales, marketing, corporate planning and other divisions
and has taken on leading roles in endeavors that include launching the “Belle Maison Net” mail-order website andentering the bridal business sector. He also formerly served in positions that include the Division Director of theBusiness Development Division involving new business, and the General Manager of the Corporate Planning
Division. Given the extensive experience he has gained up to this point, in conjunction with his insight with respect
to handling management of the Company, we deem him capable of contributing to development of the Company
going forward, and accordingly nominate him for another term as a candidate for Director.
No.

Name
(Date of birth)-8-

Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
heldMar. 1981 Joined the Company
Jan. 2009
Executive Officer of the Company
Division Director of Lifestyle Business
Division, General Manager of FabricDevelopment Department and General
Manager of Furniture Development
Department of Lifestyle Business Division of
the Company
Jan. 2011
Division Director of Product Development
Reelection
Division of the Company
Years served asJan. 2014
Division Director of Sales Planning Division
Director: 3 yearsof the Company
Mar. 2014 Director and Executive Officer of the
Koichi Sugiura
Company2
6,500(November 5, 1958)
Jan. 2015
Division Director of Monthly Business
Division of the Company
Board of Directors
Mar.
2015
Managing Director and Executive Officer of
Meeting Attendance
the Company (present position)
100% (17/17)
Aug. 2015 In charge of Belle Maison Division, In chargeof Monthly Business Division, Division
Director of SPA Brand Business Division,
Division Director of Monthly Business
Division of the Company
Jan. 2016
In charge of Belle Maison Division of theCompany
Jan. 2017
In charge of Product Development Division of
the Company (present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Koichi Sugiura has mainly served as division director of divisions in the Company’s coremail-order business segment, and has taken on leading roles in developing the Company. Given the extensive
experience he has gained up to this point, in conjunction with his insight with respect to handling management of theCompany, we deem him capable of contributing to development of the Company going forward, and accordingly
nominate him for another term as a candidate for Director.
No.

Name
(Date of birth)-9-Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
heldAug. 1988 Joined the Company
Jan. 2009
Executive Officer of the Company
Deputy Division Director of Fashion Business
Division of the Company
Jan. 2010
General Manager of Belle Maison Net
Promotion Section of the Company
Jan. 2011
Deputy Division Director of EC Business
Division and General Manager of EC Business
Planning Department of EC Business Divisionof the Company
Aug. 2011 General Manager of EC Sales Planning
Department of EC Business Division of theReelection
Company
Years served asJan. 2013
Deputy Division Director of Sales Planning
Director: 2 years
Division of the Company
Jan. 2014
Division Director of Fashion Business
Kenji Kajiwara
3
Division of the Company
2,100(June 20, 1961)
Mar. 2015 Director and Executive Officer of theCompany (present position)
Board of Directors
Apr.
2015
Division Director of Fashion BusinessMeeting Attendance
Division, Division Director of SPA Brand
94% (16/17)
Business Division of the Company
Aug. 2015 Division Director of Fashion Business
Division of the Company
Jan. 2016
Tokyo Head Office Representative, Division
Director of Business Development Division of
the Company
Jul. 2016
President and Representative Director of
Senshukai Child Care Co., Ltd. (present
position)Jan. 2017
Tokyo Head Office Representative, In chargeof Business Development of the Company(present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Kenji Kajiwara has mainly served in divisions related to fashion and online business of
the Company’s core mail-order business segment. He is currently in charge of the Business Development Division,and has taken on leading roles in developing the Company. Given the extensive experience he has gained up to thispoint, in conjunction with his insight in regard to handling management of the Company, we deem him capable ofcontributing to development of the Company going forward, and accordingly nominate him for another term as a
candidate for Director.
No.

Name
(Date of birth)- 10 -

Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
heldMar. 1986 Joined the Company
Mar. 2008 Executive Officer of the Company
Jul. 2009
Division Director of Business Division,
General Manager of Business Planning
Department of Business Division of theCompany
Jan. 2010
Division Director of Business Division,
General Manager of Business Planning
Reelection
Department and Distribution Planning
Years served as
Department of Business Division of the
Director: 1 year
Company
Jan. 2011
General Manager of Corporate Planning
Takeshi Naito
Division, General Manager of Human
48,000(November 14, 1962)
Resources Department of Corporate Planning
Division of the Company
Board of Directors
Meeting AttendanceJan. 2013
Division Director of Business Development
100% (13/13) (after
Division of the Company
assumption of office)Nov. 2013 President and Representative Director of
Senshukai Child Care Co., Ltd.
Jan. 2016
General Manager of Corporate Planning
Division of the Company
Mar. 2016 Director and Executive Officer of theCompany (present position)
Jan. 2017
In charge of Corporate Planning of theCompany (present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Takeshi Naito has mainly served in the Company’s business, corporate planning, andbusiness development divisions. He is currently in charge of the Corporate Planning Division, and has taken on
leading roles in developing the Company. Given the extensive experience he has gained up to this point, in
conjunction with his insight in regard to handling management of the Company, we deem him capable of contributing
to development of the Company going forward, and accordingly nominate him for another term as a candidate for
Director.
Mar. 1988 Joined the Company
Jan. 2009
General Manager of Corporate Business
Department of Tokyo Business Division of theCompany
Jan. 2015
Executive Officer of the Company (present
position)
New candidate
Deputy General Manager of Corporate
Planning Division, General Manager of
5
3,000
Corporate Planning Department of the
Koichi IshidaCompany(July 14, 1965)
Aug. 2015 Deputy Division Director of Sales Planning
Division of the Company
Jan. 2016
Division Director of Sales Planning Divisionof the Company
Jan. 2017
In charge of Sales Planning of the Company(present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Koichi Ishida has mainly served in the Company’s sales, corporate business, sales
planning, and corporate planning divisions. He is currently in charge of the Sales Planning Division and has taken
on leading roles in developing the Company. Given the extensive experience he has gained up to this point, in
conjunction with his insight in regard to handling management of the Company, we deem him capable of contributing
to development of the Company going forward, and accordingly nominate him as a new candidate for the position of
Director.
No.

Name(Date of birth)- 11 -

Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
held
Apr. 1989 Joined Mitsui & Co., Ltd.
Oct. 2003
Joined the Company
Jan. 2013
General Manager of Belle Maison Business
Planning Department of the Company
New candidate
Jan. 2016
Executive Officer of the Company (present
6100
Yoshihiro Ogawa
position)(March 19, 1967)
Division Director of Belle Maison
Administration Division of the Company
Jan. 2017
In charge of BELLE MAISON Division of theCompany (present position)(Reasons for nomination as a candidate for Director)
Since joining the Company, Yoshihiro Ogawa has mainly served in the Belle Maison Business Planning Departmentof the Company’s core mail-order business segment. He is currently in charge of the BELLE MAISON Divisionand has taken on leading roles in developing the Company. Given the extensive experience he has gained up to thispoint, in conjunction with his insight with respect to handling management of the Company, we deem him capable ofcontributing to development of the Company going forward, and accordingly nominate him as a new candidate forthe position of Director.
Apr. 1982 Joined The Daimaru, Inc. (presently, Daimaru
Matsuzakaya Department Stores Co. Ltd.)
Sep. 2001 Manager of Women’s Apparel Division, TokyoStore of The Daimaru, Inc.
Mar. 2004 Manager of Women’s Apparel Division I,
Shinsaibashi Store of The Daimaru, Inc.
May 2010 Corporate Officer, Senior General Manager ofMerchandising Promotion Division I of
Merchandising Strategy Promotion Unit ofSales and Marketing Headquarters of Daimaru
Matsuzakaya Department Stores Co. Ltd.
Sep. 2014 Corporate Officer, Senior Executive General
Manager of Shop Operation Unit I of
New candidate
Merchandising Strategy Promotion Unit of
7
0
Sales and Marketing Headquarters, In charge
Hideyuki Ikeda
of Promotion of Department Store(April 11, 1959)
Omni-Channel Retailing of Daimaru
Matsuzakaya Department Stores Co. Ltd.
Sep. 2015 Corporate Officer, Senior Executive General
Manager of Merchandising and Channel
Development of Merchandising Strategy
Promotion Unit of Sales and Marketing
Headquarters of Daimaru Matsuzakaya
Department Stores Co. Ltd.
Jan. 2016
Advisor of Daimaru Matsuzakaya Department
Stores Co. Ltd. (In charge of Special
Assignments from President) (present
position)Jan. 2017
Counselor of the Company (present position)(Reasons for nomination as a candidate for Director)
Since joining Daimaru Matsuzakaya Department Stores Co. Ltd. (formerly The Daimaru, Inc.), Hideyuki Ikeda hasserved in its sales & marketing operations and its merchandising strategy promotion operations, and has also been in
charge of promoting omni-channel retailing. Accordingly, we nominate him as a new candidate for the position of
Director in the belief that he will apply the extensive insight, experience and other attributes he has gained up to thispoint to management of the Company.
No.

Name
(Date of birth)- 12 -

Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
held
Apr. 1982 Joined Sony Corporation
Apr. 1989 Vice President of Digital Network Solutions
Division, Executive Manager of Human
Resources Department of Sony Corporation
Apr. 2004 Vice President of Personal Solutions BusinessGroup, Executive Manager of Business
Promotion Department of Sony Corporation
Jun. 2006
Director of StylingLife Holdings Inc.
Mar. 2010 Retired from Director of StylingLife Holdings
Inc.
Apr. 2010 President and Representative Director of
OutsideMAXIM’S de Paris Ltd.
New candidate
80Mar. 2012 Retired from President and Representative
Naoto Terakawa
Director of MAXIM’S de Paris Ltd.
(April 10, 1958)
Jul. 2012
Executive Officer, Executive General Manager
of Personnel Headquarters of World Co., Ltd.
Oct. 2014
Retired from Executive Officer of World Co.,
Ltd.
Nov. 2014 President and Representative Director of Tera
Management Design Co., Ltd. (present
position)
Nov. 2015 President and Representative Director ofIndigo Blue Co., Ltd. (present position)
Jun. 2016
Outside Director of PanaHome Corporation(present position)(Reasons for nomination as a candidate for Outside Director)
Since joining Sony Corporation, Naoto Terakawa has served in positions such as Director of Sony Group affiliates
and other such entities. He has persistently engaged in personnel and labor operations, launched new business
operations, and introduced and took the lead in operating head office structural reforms and design of systems forgroup management. After resigning from Sony Corporation, he served in positions that include directorships ofnumerous companies. Accordingly, we nominate him as a new candidate for the position of Director in the belief
that he will apply the extensive insight, experience and other attributes he has gained up to this point to managementof the Company.
No.

Name
(Date of birth)- 13 -

Brief personal profile, positions and responsibilities at theNo. of theCompany and important concurrent occupations or positions Company’s sharesat other organizations
held
Apr. 1989 Joined Toshiba Corporation
Apr. 2001 Joined eLife Inc.
General Manager of New BusinessOutsideDevelopment Department of eLife Inc.
New candidate
Jun. 2004
Established Stylebis Ltd.
9100
Representative Director of Stylebis Ltd.
Naomi Aoyama(present position)(May 27, 1966)
Jun. 2005
Outside Director of Kenko.com, Inc.
Jun. 2012Retired from Outside Director of Kenko.com,
Inc.
(Reasons for nomination as a candidate for Outside Director)
Naomi Aoyama worked for Toshiba Corporation and then for eLife Inc. in the realm of Internet marketing ventures,and subsequently established Stylebis Ltd., which provides marketing support from a consumer perspective. She
has engaged in social media management and e-commerce business particularly as an advisor on cross-border
e-commerce for companies, and has served as a member of various committees including the committee on specified
commercial transactions of the Consumer Economic Affairs Council of Japan’s Ministry of Economy, Trade andIndustry (METI). She also took on responsibilities such as running the Working Mother Style website, which aims
to provide information to women aiming to enhance their work-life balance. Accordingly, we nominate her as a new
candidate for the position of Director in the belief that she will apply the extensive insight, experience and otherattributes she has gained up to this point to management of the Company.
Notes:
1. There are no conflicts of interests between the candidates and the Company.
2. Both Naoto Terakawa and Naomi Aoyama are candidates for Outside Directors.
3. If the elections of candidates for Outside Directors, Naoto Terakawa and Naomi Aoyama, are approved andresolved, we plan to conclude an agreement with each of them to limit their liability for compensation as stipulated
in Article 427, Paragraph 1 of the Companies Act, based on the provisions of the Articles of Incorporation. The
limit of liability for compensation under the relevant agreement is the minimum amount stipulated in laws andregulations.
4. If the elections of candidates for Outside Directors, Naoto Terakawa and Naomi Aoyama, are approved andresolved, the Company plans to notify them as Independent Directors as prescribed by the Financial Instruments
Exchange.
No.

Name(Date of birth)- 14 -

(Reference)[Independence standards and qualifications for independent directors]
The Company adopts the independence standards prescribed by the Tokyo Stock Exchange as well as the following
independence standards for independent outside directors and independent outside audit & supervisory board
members.
<Independence standards>
The Company deems outside directors and outside audit & supervisory board members (including candidates)
independent when the respective individual does not fall under items i) to iv) below.

The number of othercompanies at which directors and audit & supervisory board members, including outside directors and audit &supervisory board members have concurrent positions, is prescribed in v) below.
(i) Business partner
When payment from the Company is received by or payment to the Company is made by a company at which theindividual serves as executive, and the annual transaction amount calculated from the average of the past threebusiness years is 2% or more of the consolidated net sales of either company(ii) Specialist
When remuneration or payment from the Company for specialist legal, accounting, or tax services is received by theindividual or an incorporated firm at which the individual is employed, and the annual amount calculated from theaverage of the past three business years is 10 million yen or more in the case of a sole proprietor, or 2% or more of
net sales of the incorporated firm in the case the individual is employed(iii) Donee
When donations from the Company are received by a non-profit organization (NPO) at which the individual serves as
executive, and the annual amount calculated from the average of the past three business years exceeds either 10
million yen or 30% of the annual expenditure of the NPO, whichever is greater(iv) Close relative of i) to iii) above or of an executive of the Company or its subsidiary
When the individual is a family member up to the second degree of i) to iii) above or of a major executive of theCompany or its subsidiary, either currently or at any time within the past five years(v) Number of other companies at which the individual have concurrent position
The number of listed companies at which the individual have concurrent position as officer (director, audit &supervisory board member, or corporate executive officer) other than the Company is limited to a maximum of four.

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Proposal 4: Election of one (1) Audit & Supervisory Board Member
To strengthen the audit system by increasing the number of Audit & Supervisory Board
Members by one (1), we would like you to elect one (1) Audit & Supervisory Board Member.
Prior to our proposal of this item, we have already obtained the consent of the Audit &Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.
Brief personal profile, positions at the Company andNo. of theimportant concurrent occupations or positions at other
Company’s sharesorganizations
heldMar. 1981 Joined the Company
Jul. 2006
General Manager of Human Resources
Division of the Company
Jan. 2011
Executive Officer of the Company
Division Director of Business Division of theCompany
Aug. 2012 President and Representative Director of Belle
New candidate
Maison Logisco Co., Ltd. (present position)
7,000
Yoshiharu KitaharaJan. 2013
Deputy Division Director of Product(June 7, 1957)
Development Division of the Company
Jan. 2014
Deputy Division Director of ProductManagement Division of the Company
Apr. 2014 Deputy General Manager of Corporate
Planning Division of the Company
Dec. 2015 Retired from Executive Officer of theCompany(Reasons for nomination as a candidate for Audit & Supervisory Board Member)
Since joining the Company, Yoshiharu Kitahara has served in human resources, business, product development andmanagement divisions, and has gained experience in his currently serving position as President and Representative
Director of a Senshukai Group company. We deem him capable of applying such knowledge and insight to his
duties as Audit & Supervisory Board Member of the Company, and accordingly nominate him as a candidate for the
position of Audit & Supervisory Board Member.
Notes:
Name(Date of birth)

1. There are no conflicts of interests between Yoshiharu Kitahara and the Company.
2. If the election of Yoshiharu Kitahara is approved and resolved, we plan to conclude an agreement with him to limit
his liability for compensation as stipulated in Article 427, Paragraph 1 of the Companies Act, subject to theapproval of Proposal 2, “Partial amendments to the Articles of Incorporation.”

The limit of liability forcompensation under the relevant agreement is the minimum amount stipulated in laws and regulations.
3. Yoshiharu Kitahara will retire from Director of Belle Maison Logisco Co., Ltd. in March 2017.

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Proposal 5: Election of one (1) substitute Audit & Supervisory Board Member
To provide for a case in which the number of Audit & Supervisory Board Members falls short of
the number stipulated by laws and regulations, we would like you to elect one (1) substitute
Audit & Supervisory Board Member in advance.
Prior to our proposal of this item, we have already obtained the consent of the Audit &Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Brief personal profile and important concurrent occupations
or positions at other organizations

No. of theCompany’s shares
held

Apr. 1993

Registered as an Attorney at Law
Joined Mori Sogo Law Offices (presently,
Mori Hamada & Matsumoto)Oct. 1999
Joined Wilson Sonsini Goodrich & Rosati P.C.
(U.S.A.)
Oct. 2003
Joined Kirkland & Ellis LLP (U.S.A.)
Jan. 2005
Partner of Kirkland & Ellis LLP (U.S.A.)
OutsideJul. 2009
Joined Anderson Mori & Tomotsune LPC
0Partner of Anderson Mori & Tomotsune LPC
Akihito Nakamachi(present position)(May 7, 1968)
Jun. 2014
Outside Audit & Supervisory Board Memberof Oisix Inc. (present position)
Feb. 2015
Outside Audit & Supervisory Board Memberof Metaps Inc. (present position)
Apr. 2016
Project Professor of Graduate School of
Science, Technology and Innovation of Kobe
University (present position)(Reasons for nomination as a candidate for substitute Outside Audit & Supervisory Board Member)
Akihito Nakamachi has extensive experience and considerable expertise as an attorney at law, and has accordingly
been nominated with the expectation that he will apply such experience and knowledge to the audit system of theCompany. Although he lacks past experience taking part in company management, except in the capacity of outside
officer, we deem him capable of appropriately executing his respective duties for the aforementioned reasons, if
appointed to the position of Audit & Supervisory Board Member.
Notes:
1. There are no conflicts of interests between Akihito Nakamachi and the Company.
2. Akihito Nakamachi is the candidate for substitute Outside Audit & Supervisory Board Member.
3. We may cancel this election by a resolution of the Board of Directors after obtaining the consent of the Audit &Supervisory Board, if the cancellation is before he takes office.
4. If the election of Akihito Nakamachi is approved and resolved, and he takes his office as Audit & Supervisory
Board Member, we plan to conclude an agreement with him to limit his liability for compensation as stipulated in
Article 427, Paragraph 1 of the Companies Act, based on the provisions of the Articles of Incorporation. The
limit of liability for compensation under the relevant agreement is the minimum amount stipulated in laws andregulations.

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