オークワ（8217） – Notice of Convocation Annual General Meeting 2022

To Our Shareholders Hirotsugu Okuwa President and Representative Director I would like to express my sincere appreciation for your understanding and support of business activities of Okuwa Group. Enclosed please find the Notice of Convocation of the 53rd Ordinary General Meeting of Shareholders of OKUWA Co., Ltd. to be held on Thursday, May 12, 2022. First of all, I express my deepest sympathies for those affected with COVID-19 and those who have been forced to live restricted lives, as well as my profound appreciation to medical personnel and others committed to the prevention of the spread of infection. Since its foundation in 1959, OKUWA has believed that our mission is to, with the support of local residents, grow and develop as a company rooted in local communities that helps to make customers’ lives more fulfilling and comfortable, guided by our core principles, “Improve Customers’ Lifestyles” and “Make a Major Contribution to Society.” At the start of fiscal 2022 (the fiscal year ending February 20, 2023), we regard “response to changes” from a viewpoint of customers as our business issue, including diversifying customers’ needs, significant changes in consumer behavior and corporate activities which came to the surface especially due to the COVID-19 catastrophe, higher awareness of ESG and sustainability, advance in digital technologies. Based on it, OKUWA will continuously work on the improvement in customer convenience, provision of better commodities, investment in store equipment, operational reforms, and system investment. Aiming to be “Changing Supermarkets with Abiding Loyalty” so as to create stores that can deliver convenience and enjoyment to customers, OKUWA will strive to improve our competitiveness and earning capacity by uniting all employees through the Group in order to fulfill expectations of our customers and shareholders, our business partners, and other stakeholders through contribution to local communities, the improvement of corporate value, and our continuous growth. I sincerely hope that you, our shareholders, will continue to support us in these endeavors. April 2022 – 1 – 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights (Securities Code: 8217) April 21, 2022 Hirotsugu Okuwa President and Representative Director OKUWA Co., Ltd. 185-3 Nakajima, Wakayama City, Wakayama, Japan Notice of Convocation of the 53rd Ordinary General Meeting of Shareholders Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are hereby notified that the 53rd Ordinary General Meeting of Shareholders of OKUWA Co., Ltd. (the “Company”) will be held for the purposes as described below. Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights according to the guidance on pages 3 and 4 by 6 p.m. on Wednesday, May 11, 2022, Japan time. 1. Date and Time: 2. Place: Thursday, May 12, 2022 at 10 a.m. Japan time Large Hall, 4th floor, Education and Training Center, OKUWA Co., Ltd. 184-3 Nakajima, Wakayama City, Wakayama, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the Company’s 53rd fiscal year (February 21, 2021 to February 20, 2022) 2. Consolidated Financial Statements and the results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company’s 53rd fiscal year (February 21, 2021 to February 20, 2022) Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) Election of Five (5) Directors Who Are Audit & Supervisory Committee Members Setting of Compensation Amount for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) Setting of Compensation Amount for Directors Who Are Audit & Supervisory Committee Members Decision of Compensation for the Grant of Restricted Stock to Directors (Excluding Directors Who Are Audit & Supervisory Committee Members, Outside Directors and Other Non-executive Directors) Matters to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Proposal 5: Proposal 6: Proposal 7: reception desk. Notes: 1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the 2. The documents attached to this Notice of Convocation do not include the “Notes to the Non-consolidated Financial Statements” and the “Notes to the Consolidated Financial Statements,” which are posted on the Company’s website (http://www.okuwa.net/) pursuant to laws and regulations and Article 15 of the Articles of Incorporation of the Company. 3. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements require revisions, the revised matters will be posted on the Company’s website (http://www.okuwa.net/). – 2 – Guide to Exercising Voting Rights If you are not attending the meeting – Exercising voting rights in writing Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and send the form back to us. If there is no indication of a vote for or against any proposal, it shall be treated as an indication of approval to the proposal. Deadline: To arrive by 6 p.m. on Wednesday, May 11, 2022 – Exercising voting rights by Smart Voting or via the Internet Please exercise your voting rights by accessing the voting rights exercise website (https://www.web54.net). For details, please refer to the next page. Exercise deadline: 6 p.m. on Wednesday, May 11, 2022 If you are attending the meeting: – Attending the General Meeting of Shareholders Please submit the enclosed Voting Rights Exercise Form at the reception desk. Please bring this Notice with you to save resources. Date and time of the General Meeting of Shareholders: 10 a.m. on Thursday, May 12, 2022 Exercising voting rights in writing * Please send the form back to us early as it may take longer than usual for the mail to arrive. – How to fill out the Voting Rights Exercise Form Please indicate your vote for or against each proposal here. Proposals for election – – – If you approve of all candidates → Circle 賛 [Approve] If you disapprove of all candidates → Circle 否 [Disapprove] If you disapprove of certain candidates → Circle 賛 [Approve], and enter the candidate number(s) of the candidate(s) you disapprove of in the adjacent column – Precautions for mailing the Voting Rights Exercise Form If you circle both “Approve” and “Disapprove” in the relevant section of the Voting Rights Exercise Form, the vote will be deemed invalid. If you have circled both “Approve” and “Disapprove” by mistake, please cross out one of them. ~ Exercise of Your Voting Rights Can Lead to Activities for Saving People in the World from Famine and Poverty ~ OKUWA has donated part of postage reduced by “Smart Voting (electromagnetic actions other than returning a postcard)” to the activities for saving people from famine and poverty by UN WFP. Please use “Smart Voting” in which shareholders’ exercising voting rights can lead to the activities for saving people in the world from famine and poverty. 234,234 yen as of May, 2021 – 3 – Exercising voting rights by Smart Voting 1. Access the smartphone voting rights exercise website Scan the “smartphone voting rights exercise website login QR code®” printed on the lower right corner of the enclosed Voting Rights Exercise Form using a smartphone or a tablet device. * QR code® is a registered trademark of DENSO WAVE INCORPORATED. 2. Open the voting rights exercise website Please indicate your vote for or against each proposal by following the on-screen instructions. – “Approve” all Company proposals – Vote on each proposal individually If you wish to change your vote after exercising your voting rights, you will need to scan the QR code® again and enter the “voting code” and “password” printed on the enclosed Voting Rights Exercise Form. Alternatively, you can also access the voting rights exercise website directly (https://www.web54.net) from a personal computer. Exercising voting rights via the Internet, etc. 1. Access the voting rights exercise website https://www.web54.net 2. Log in by entering the voting code 3. Enter the password After that, please follow the on-screen instructions to indicate your vote for or against the proposals. If you exercise your voting rights both in writing (by mail) and via the Internet, etc., your vote via the Internet, etc. will be treated as the valid vote. If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as the valid vote. * Any costs incurred for using the voting rights exercise website, including connection fees and communication fees, shall be borne by the shareholder. * You may not be able to use the voting rights exercise website depending on the usage environment of the Internet, etc., the services you subscribe to or the model you use. To Institutional Investors: Only if you made a prior application, you may use Electronic Voting System Platform managed by ICJ, Inc. If you have any questions, please contact the Stock Transfer Agent Web Support on the dedicated number below. Dedicated number of Stock Transfer Agent Web Support, Sumitomo Mitsui Trust Bank, Limited Telephone: 0120-652-031 Business hours: 9:00 a.m. to 9:00 p.m. (toll free) – 4 – Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus Positioning the return of profits to shareholders as one of its management priorities, the Company proposes to pay a year-end dividend as follows, based on the basic policy of maintaining stable dividends, taking into consideration factors including the strengthening of its management structure and future business development: Matters concerning year-end dividends (1) Type of dividend property Cash May 13, 2022 (2) Matters concerning the allotment of dividend property to shareholders and the amount thereof 13 yen per share of the Company’s common stock, for a total of 570,056,890 yen (3) Effective date of distribution of surplus – 5 – Proposal 2: 1. Reasons for amendments Partial Amendments to the Articles of Incorporation (1) The Company will shift to a Company with an Audit & Supervisory Committee from a Company with an Audit & Supervisory Board in order to enhance a supervisory function of the Board of Directors by including Audit & Supervisory Committee Members responsible for audit and supervision of execution of duties by Directors in the Board of Directors, and to further improve corporate governance through the further enhancement of a surveillance system. Accordingly, the Company will make amendments necessary for the shift to a Company with an Audit & Supervisory Committee, including establishment of new provisions related to Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, as well as deletion of provisions related to Audit & Supervisory Board Members and the Audit & Supervisory Board. (2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for a general meeting of shareholders, the Company shall make amendments as follows. (i) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (ii) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (iii) The provisions related to the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (iv) In line with the above, supplementary provisions related to the effective date, etc. shall be established. (3) The proposed provision of Article 8 will be newly established to clarify rights which can be exercised in relation to shares less than one unit (4) The proposed provision of Article 29, Paragraph 1 will be newly established as a provision to the effect that, in order to make it easy to bring capable personnel as Directors on board and enable them to sufficiently play an expected role, they can be exempt from liabilities to the extent provided for by laws and regulations with a resolution by the Board of Directors. Each Audit & Supervisory Board Member has agreed on said new establishment. (5) The Company will introduce the delegated executive officer system in order to ensure a prompt managerial decision making and enhance a management supervisory function of the Board of Directors. In line with the introduction of the system, the Company will make amendments required to change the number of Directors (excluding Directors who are Audit & Supervisory Committee Members) to a reasonable level. (6) In line with the above amendments, the Company will make necessary amendments, including changes of numbers of Articles, addition and deletion of Articles, reorganization of wording, and modification of words. 2. Details of amendments The details of the amendments are as follows. The amendments to the Articles of Incorporation involved in this Proposal shall come into effect at the conclusion of this General Meeting of Shareholders. – 6 – Current Articles of Incorporation CHAPTER I General Provisions Article 1 to Article 3 Article 4 (Establishment of Organizational Bodies) The Company shall have Board of Directors, Audit & Supervisory Board Members, Audit & Supervisory Board, and Accounting Auditors. Article 5 CHAPTER II Shares Article 6 to Article 7 Article 8 (Request for Additional Purchase of Shares Less Than One Unit) A shareholder holding shares less than one unit may request the Company to sell to him/her such number of shares which would, when added to the shares less than one unit, constitute one unit of stock. Article 9 Article 10 (Share Handling Regulations) The handling related to shares of the Company shall be governed by the Share Handling Regulations provided for by the Board of Directors. (Amended parts are underlined.) Proposed Amendments CHAPTER I General Provisions Article 1 to Article 3 Article 4 (Establishment of Organizational Bodies) The Company shall have the following organizational bodies in addition to the general meeting of shareholders and Directors. 1. Board of Directors 2. Audit & Supervisory Committee 3. Accounting Auditors Article 5 CHAPTER II Shares Article 6 to Article 7 Article 8 (Rights in Relation to Shares Less than One Unit) A shareholder of the Company cannot exercise any rights other than those shown hereunder for his or her fractions of shares of less than one unit of stock: 1. Rights set forth in Article 189, Paragraph 2, each item of the Companies Act; 2. Right to make requests set forth in a provision of Article 166, Paragraph 1 of the Companies Act; 3. Right to receive allotment of offered shares or offered stock acquisition rights in proportion to the number of shares held by the shareholder; and 4. Right to make requests provided for in the following Article. Article 9 (Request for Additional Purchase of Shares Less Than One Unit) A shareholder of the Company may, as provided for in the Share Handling Regulations, request to sell such number of shares which would, when added to the number of shares less than one unit held by him/her, constitute one unit of stock. Article 10 Article 11 (Share Handling Regulations) The handling related to shares of the Company shall be governed by, in addition to laws and regulations or the Articles of Incorporation, the Share Handling Regulations provided for by the Board of Directors. – 7 – Current Articles of Incorporation CHAPTER III General Meeting of Shareholders Proposed Amendments CHAPTER III General Meeting of Shareholders Article 12 (Record Date of Ordinary General Meeting of Shareholders) The record date with respect to voting rights at an ordinary general meeting of shareholders of the Company shall be February 20 of each year. Article 13 (Timing of Convocation) An ordinary general meeting of shareholders of the Company shall be convened no later than May 20 of each year, and an extraordinary general meeting of shareholders shall be convened whenever necessary. Article 14 Article 15 (Requirements for Resolution) Except as otherwise provided by laws and regulations or by the Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by a majority of votes of the shareholders with voting rights present. 2. Article 11 (Record Date) The Company shall deem any shareholders recorded in the register of shareholders as of February 20 of each year to be a shareholder who is entitled to exercise his/her rights at an ordinary general meeting of shareholders. Article 12 (Timing of Convocation) An ordinary general meeting of shareholders of the Company shall be convened no later than May 20 of each year. Article 13 Article 14 (Requirements for Resolution) Except as otherwise provided by laws and regulations or by the Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by a majority of votes of the shareholders present. 2. A resolution by a general meeting of shareholders stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted when, at a general meeting of shareholders where shareholders with voting rights surpassing one-third (1/3) of the aggregate voting rights of the total shareholders capable of exercising such rights are present, it is approved by a vote of two-thirds (2/3) or more of the voting rights present. Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. – 8 – Current Articles of Incorporation Article 16 CHAPTER IV. Directors and Board of Directors Article 17 (Number of Directors) The number of Directors of the Company shall not exceed 20. Article 18 (Election) The election of Directors shall be adopted at a general meeting of shareholders by a majority vote of the shareholders present who hold one-third (1/3) or more of the total number of voting rights of shareholders with voting rights. 2. Cumulative voting shall not be used for the election of Directors. Article 19 (Term of Office) The term of office of each of Directors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year that ends within one (1) year from their election. Proposed Amendments Article 16 (Measures for Electronic Provision of Reference Documents for the General Meeting of Shareholders, Etc.) The Company shall, when convening a general information shareholders, provide meeting of contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company shall not be required to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it. Article 17 CHAPTER IV. Directors and Board of Directors Article 18 (Number of Directors) The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) of the Company shall not exceed 10. 2. The number of Directors who are Audit & Supervisory Committee Members shall not exceed 5. Article 19 (Election) Directors shall be elected at a general meeting of shareholders, separating Directors who are Audit & Supervisory Committee Members and other Directors. 2. Resolutions for the election of Directors shall be adopted by a majority vote of the shareholders present who hold one-third (1/3) or more of the total number of voting rights of shareholders with voting rights. 3. Cumulative voting shall not be used for resolutions for the election of Directors. Article 20 (Term of Office) The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year that ends within one (1) year from their election. 2. The term of office of Directors who are Audit & Supervisory Committee Members shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year that ends within two (2) years from their election. 3. The term of office of Directors who are Audit & Supervisory Committee Members elected to fill a vacancy caused by the resignation of Directors who are Audit & Supervisory Committee Members prior to the expiry of such Directors’ term of office shall expire at the time the term of office of their predecessor expires. – 9 – Current Articles of Incorporation Article 20 (Convocation of Meetings of the Board of Directors) Notice of convocation of a meeting of the Board of Directors shall be delivered to each of Directors and Audit & Supervisory Board Members three (3) days before the date of such meeting; provided, however, that such period may be shortened in case of urgency. 2. Unless otherwise provided for by laws and regulations, a Representative Director shall convene meetings of the Board of Directors and act as Chairman. If there are multiple Representative Directors, the order of priority shall be determined in advance with a resolution of the Board of Directors. If the Representative Director(s) is(/are) unable to act as such, one of the other Directors shall act as Chairman in accordance with the order of priority determined in advance by the Board of Directors. 3. If a Director submit a proposal regarding to a subject matter of a resolution by the Board of Directors, and if all of the Directors who can participate in the vote of said proposal indicate their consent to the proposal, either in writing or in electromagnetic any Audit & Supervisory Board Member does not oppose to the proposal, the Company shall deem such proposal as having been approved by the Board of Directors. records, and Article 21 (Representative Directors and Directors with Special Titles) From among Directors, the Board of Directors shall appoint one (1) President and Director, and may, as necessary, appoint one (1) Supreme Advisor of the Board, one (1) Chairman of the Board, one (1) Deputy Chairman of the Board, and one (1) or a few Vice President and Directors, Senior Managing Directors, and Managing Directors, by its resolution. 2. The President and Director shall represent the Company. 3. In addition to the President and Director, a Director who represents the Company may, by a resolution of the Board of Directors, be elected. Proposed Amendments Article 21 (Convocation of Meetings of the Board of Directors) Notice of convocation of a meeting of the Board of Directors shall be delivered to each of Directors no later than three (3) days before the date of such meeting; provided, however, that such period may be shortened in case of urgency. 2. If there is unanimous consent of all Directors, the meeting of the Board of Directors may be held without following the convocation procedures. 3. Article 22 (Delegation of Decision-making on Important Business Executions) The Board of Directors may, pursuant to a provision of Article 399-13, Paragraph 6 of the Companies Act, delegate to Directors all or part of the authority of decision-making on important business executions (excluding matters listed on each Item in Paragraph 5 of the same Article) with its resolution. Article 23 (Representative Directors and Directors with Special Titles) From among Directors (excluding Directors who are Audit & Supervisory Committee Members), the Board of Directors shall appoint one (1) President and Director, and may, as necessary, appoint one (1) Supreme Advisor of the Board, one (1) Chairman of the Board, one (1) Deputy Chairman of the Board, and one (1) or a few Vice President and Directors, Senior Managing Directors, and Managing Directors, by its resolution. 2. 3. – 10 – Current Articles of Incorporation Proposed Amendments laws and regulations, and Article 22 (Authority of the Board of Directors) The Board of Directors shall decide matters stipulated in the Articles of Incorporation, as well as important matters of the Company. Article 23 Article 24 (Resolutions of the Board of Directors) A resolution of the Board of Directors shall be adopted by a majority of the votes at a meeting of Board of Directors at which a majority of the total number of the Directors are present. Article 25 Article 26 (Compensation) Compensation for Directors shall be decided by a resolution of a general meeting of shareholders. Article 27 (Liability Limitation Agreement with Directors) Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Directors (excluding those who are Executive Directors, etc.) which limit the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act; provided, however, that the limit of the liability under such agreements shall be an amount prescribed by laws or regulations. CHAPTER V Audit & Supervisory Board Members and Audit & Supervisory Board Article 28 (Number of Audit & Supervisory Board Members) The number of Audit & Supervisory Board Members shall not exceed five (5). laws and regulations, and Article 24 (Authority of the Board of Directors) The Board of Directors shall decide matters stipulated in the Articles of Incorporation, as well as important matters of the Company; provided, however, that matters delegated to Directors pursuant to provisions of Article 22 shall be excluded. Article 25 Article 26 (Resolutions of the Board of Directors) A resolution of the Board of Directors shall be adopted by a majority of the votes at a meeting of the Board of Directors at which a majority of the total number of the Directors who are entitled to take part in the resolution are present. 2. If the requirements of Article 370 of the Companies Act are met, the Company shall deem that a resolution of the Board of Directors has been made. Article 27 Article 28 (Compensation) Compensation for Directors shall be decided by resolution of a general meeting of shareholders, separating Directors who are Audit & Supervisory Committee Members and other Directors. Article 29 (Exemption from Liabilities of Directors) In accordance with provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by a resolution of the Board of Directors, exempt Directors (including former Directors) from their liabilities provided for in Article 423, Paragraph 1 of the Companies Act within the limits stipulated by laws and regulations. 2. – 11 – Proposed Amendments Current Articles of Incorporation Article 29 (Election) The election of Audit & Supervisory Board Members shall be adopted at a general meeting of shareholders by a majority vote of the shareholders present who hold one-third (1/3) or more of the total number of voting rights of shareholders with voting rights. Article 30 (Term of Office) The term of office of each of Audit & Supervisory Board Members shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year that ends within four (4) years from their election. 2. The term of office of any Substitute Audit & Supervisory Board Member shall be the same as the remaining term of office of his/her predecessor. Article 31 (Convocation of Meetings of the Audit & Supervisory Board) Notice of convocation of a meeting of the Audit & Supervisory Board shall be delivered to each of Audit & Supervisory Board Members three (3) days before the date of such meeting; provided, however, that such period may be shortened in case of urgency. Article 32 (Standing Audit & Supervisory Board Member) The Audit & Supervisory Board shall elect a Standing Audit & Supervisory Board Member from among Audit & Supervisory Board Members. Article 33 (Audit & Supervisory Board Regulations) In addition to laws and regulations or the Article of Incorporation, the matters concerning the Audit & Supervisory Board shall be governed by the Audit & Supervisory Board Regulations established by the Audit & Supervisory Board. Article 34 (Resolutions of the Audit & Supervisory Board) Unless otherwise provided by laws and regulations, a resolution of the Audit & Supervisory Board shall be adopted by a majority of the votes of the Audit & Supervisory Board Members. Article 35 (Compensation) Compensation for Audit & Supervisory Board Members shall be decided by a resolution of a general meeting of shareholders. – 12 – Current Articles of Incorporation Article 36 (Liability Limitation Agreement with Audit & Supervisory Board Members) Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Audit & Supervisory Board Members which limit the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act; provided, however, that the limit of the liability under such agreements shall be an amount prescribed by laws or regulations. Proposed Amendments CHAPTER V Audit & Supervisory Committee Article 30 (Convocation of Meetings of the Audit & Supervisory Committee) Notice of convocation of a meeting of the Audit & Supervisory Committee shall be delivered to each of Audit & Supervisory Committee Members no later than three (3) days before the date of such meeting; provided, however, that such period may be shortened in case of urgency. 2. If there is unanimous consent of all Audit & Supervisory Committee Members, the meeting of the Audit & Supervisory Committee may be held without following the convocation procedures. Article 31 (Standing Audit & Supervisory Committee Members) The Audit & Supervisory Committee may, by its resolution, elect Standing Audit & Supervisory Committee Members. Article 32 Regulations) In addition to laws and regulations or the Article of Incorporation, matters concerning the Audit & Supervisory Committee shall be governed by the Audit & Supervisory Committee Regulations established by the Audit & Supervisory Committee. Article 33 (Resolutions of Audit & Supervisory Committee) Resolutions of the Audit & Supervisory Committee shall be adopted by a majority of the votes at a meeting of the Audit & Supervisory Committee at which a majority of the total number of the Audit & Supervisory Committee Members who are entitled to take part in the resolution are present. (Audit & Supervisory Committee CHAPTER VI. Accounts CHAPTER VI. Accounts Article 34 Article 37 – 13 – Current Articles of Incorporation Proposed Amendments Article 38 (Dividend of Surplus) The Company may, by resolution of a general meeting of shareholders, distribute year-end dividends to those shareholders or registered share pledgees who are recorded in the register of shareholders as of the last day of each business year. 2. In addition to the arrangement in the preceding paragraph, the Company may, by a resolution of the Board of Directors, distribute interim dividends to those shareholders or registered share pledgees who are recorded in the register of shareholders as of August 20 of each year. Article 39 Article 40 (Prescription Period of Dividends) If year-end dividends or interim dividends remain unclaimed for three (3) full years after the date of commencement of the payment, the Company shall be relieved from the obligation to pay the dividends. Article 35 (Record Date of Dividend of Surplus) The Company’s record date for year-end dividends shall be February 20 of each year. 2. In addition to the arrangement in the preceding paragraph, the Company may, by a resolution of the Board of Directors, distribute interim dividends, the record date for which shall be August 20 of each year. Article 36 Article 37 (Prescription Period of Dividends) If dividend property is cash, and the payment thereof remains unclaimed for three (3) full years after the date of commencement of the payment, the Company shall be relieved from the obligation to pay the dividends. Supplementary Provisions Article 1 The deletion of provisions of Article 15 of the Articles of Incorporation before amendment and the establishment of new Article 16 of the Articles of Incorporation after amendment shall come into effect on the date of enforcement stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. The following provisions shall be effective from the Effective Date. These provisions shall remain in force until the date after the lapse of six (6) months from the Effective Date or the lapse of three (3) months from the date of the last general meeting of shareholders to be held within six (6) months from the Effective Date, whichever is later. The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. 3. These supplementary provisions shall be deleted on either of the dates set forth in the preceding paragraph, whichever is later. – 14 – Proposal 3: Election of Seven (7) Directors (Excluding Directors Who are Audit & Supervisory Committee Members) If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, the Company will become a Company with an Audit & Supervisory Committee, and the terms of office of all twelve (12) Directors will expire at the time when the amendments to the Articles of Incorporation come into force. Accordingly, the election of seven (7) Directors (excluding Directors who are Audit & Supervisory Committee Members; hereinafter the same applies in this Proposal) after the transition to a Company with an Audit & Supervisory Committee is proposed. This Proposal will take effect subject to the amendments to the Articles of Incorporation in Proposal 2 “Partial Amendments to the Articles of Incorporation” coming into force. The candidates for Director are as follows: No. Name 1 Reappointment Hirotsugu Okuwa (Age 52) 2 3 4 5 6 7 Reappointment Kozo Togawa (Age 59) Reappointment Yoji Takeda (Age 57) Reappointment Ikuji Okuwa (Age 80) Reappointment Shoji Okuwa (Age 75) Reappointment Keiji Okuwa (Age 73) Reappointment Toshio Okuwa (Age 70) Reappointment Candidate for reappointment as Director Current position at the Company Attendance at meetings of the Board of Directors President and Representative Director Managing Director Managing Director 100% (14 out of 14 meetings) 100% (14 out of 14 meetings) 100% (14 out of 14 meetings) Chairman of the Board 100% (14 out of 14 meetings) Director Director Director 100% (14 out of 14 meetings) 92.8% (13 out of 14 meetings) 100% (14 out of 14 meetings) – 15 – No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Joined the Company Store Manager, Minoshima Store Senior Buyer of Fisheries, Food Business Division Assistant General Manager, Development Headquarters December 1996 August 2002 February 2004 February 2006 September 2007 Assistant General Manager, Finance Division February 2010 January 2013 February 2013 May 2013 Senior General Manager, Business Reform Office General Manager, Food Business Division Executive Officer and General Manager, Food Business Division Director; Executive Officer; and General Manager, Food Business Division Director; Executive Officer; and General Manager, Food Headquarters Managing Director; Executive Officer; and General Manager, Human Resources and General Affairs Headquarters Senior Managing Director; Executive Officer; and General Manager, Sales Headquarters Vice President and Representative Director, and General Manager, Sales Headquarters President and Representative Director, and General Manager, Sales Headquarters President and Representative Director (current position) February 2014 February 2016 February 2019 February 2020 February 2021 February 2022 Significant concurrent positions: Chairman and Representative Director, OAK-FOODS Corporation President and Representative Director, Nihon Ryutsu Sangyo Co., Ltd. [Reasons for selection as a candidate for Director] Mr. Hirotsugu Okuwa has served as the General Manager of the Food Headquarters, the Human Resources and General Affairs Headquarters, and the Sales Headquarters since taking office as Director, drawing on his abundant experience and profound insight into all aspects of management. The Company renominates him as a candidate for Director, as it expects that he will play a vital role in decision-making on important management matters and supervision of business execution. April 1987 October 2012 October 2015 June 2017 February 2018 May 2018 Joined The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui Trust Bank, Limited) General Manager, Futakotamagawa Consulting Office Business Department, Sumitomo Mitsui Trust Bank, Limited General Manager, Kumamoto Branch, Sumitomo Mitsui Trust Bank, Limited Joined the Company Deputy General Manager, Administration Headquarters General Manager, Administration Headquarters Managing Director; Executive Officer; General Manager, Administration Headquarters; and General Manager, IR Office (current position) [Reasons for selection as a candidate for Director] Mr. Kozo Togawa possesses profound insight into finance and economics in general, which he acquired in his previous job. The Company renominates him as a candidate for Director as it believes that he is a suitable person to enhance the Company’s corporate value based on his business achievements in finance and accounting, information management, and other departments. 535,000 2,000 1 Hirotsugu Okuwa (April 23, 1970) Reappointment 2 Kozo Togawa (August 20, 1962) Reappointment – 16 – No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held March 1987 April 2011 October 2012 February 2013 August 2014 February 2015 February 2016 May 2016 February 2019 February 2020 February 2021 February 2022 Joined the Company General Manager, Price Cut Retail Format Division General Manager, Super Center Retail Format Division General Manager, Osaka and Hyogo Retail Division General Manager, Osaka, Hyogo and Nara Retail Division Executive Officer and General Manager, Osaka, Hyogo and Nara Retail Division Executive Officer; General Manager, Retail Headquarters; and General Manager, Business Reform Office Director; Executive Officer; General Manager, Retail Headquarters; and General Manager, Business Reform Office Director; Executive Officer; General Manager, Retail Business Division; and General Manager, Business Reform Office Director; Executive Officer; General Manager, Food Business Division; and General Manager, Quality Control Office Director; Executive Officer; General Manager, Food Business Division; General Manager, Quality Control Office; and General Manager, Fresh Food Division Director; Executive Officer; General Manager, Food Business Division; and General Manager, Quality Control Office Managing Director; Executive Officer; General Manager, Sales Headquarters; and General Manager, Food Business Division (current position) [Reasons for selection as a candidate for Director] Mr. Yoji Takeda has many years of experience in the management and operation of the Company’s stores and has demonstrated the ability to take action by establishing store formats and implementing store operation reforms. The Company renominates him as a candidate for Director as it expects that he will use this to contribute to the improvement of the Company’s future business performance and make appropriate management decisions. March 1964 February 1969 November 1984 May 1989 May 1998 May 2008 February 2020 [Reasons for selection as a candidate for Director] Mr. Ikuji Okuwa has been involved in the management of the Company for many years. The Company renominates him as a candidate for Director as it believes that he will be able to contribute to enhancing the Company’s corporate value and strengthening its governance with his abundant knowledge and leadership. Joined Shingu Store, Shufu No Mise Ltd. Managing Director, the Company Vice President and Director President and Representative Director Chairman and Representative Director Chairman and Representative Director, and CEO Chairman of the Board (current position) 5,000 3,225,000 Yoji Takeda June 2019 3 (September 17, 1964) Reappointment 4 Ikuji Okuwa (March 1, 1942) Reappointment – 17 – Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions No. 5 Shoji Okuwa (December 6, 1946) Reappointment Keiji Okuwa 6 (February 18, 1949) Reappointment 7 Toshio Okuwa (June 10, 1951) Reappointment Number of shares of the Company held 228,900 1,219,100 1,223,000 February 1969 May 1974 May 1987 Audit & Supervisory Board Member, the Company Director Senior Managing Director and General Manager, Nanki Retail Business Division Deputy Chairman of the Board Director (current position) Joined the Company Director Senior Managing Director Vice President and Director President and Representative Director Deputy Chairman of the Board Director (current position) May 1998 February 2003 [Reasons for selection as a candidate for Director] The Company renominates Mr. Shoji Okuwa as a candidate for Director as it expects that he will utilize his profound insight into all aspects of management in the Company’s business. March 1971 May 1980 May 1987 February 1992 May 1998 May 2008 May 2011 Significant concurrent positions: Chairman and Representative Director, O-Entertainment Co., Ltd. [Reasons for selection as a candidate for Director] Mr. Keiji Okuwa served as the President and Representative Director of the Company from 1998, and has abundant experience and profound insight as a corporate manager of the Company and its Group companies. The Company renominates him as a candidate for Director as it believes that he will be able to utilize his experience and insight in the management of the Company. February 1976 May 1980 February 1984 July 1986 February 1991 May 1994 October 2012 Joined the Company Director and General Manager, Sunready Business Division Director and General Manager, Specialty Store Division Director and General Manager, Specialty Store Headquarters Retired as Director Director Director and Assistant to the Chairman of the Board (in charge of Group Management Reform) Director; Executive Officer; Assistant to the Chairman of the Board; and General Manager, Human Resources and General Affairs Headquarters (in charge of Group Management Reform) Deputy Chairman of the Board; Executive Officer; General Manager, Human Resources and General Affairs Headquarters; and General Manager, Development Headquarters Deputy Chairman of the Board; Executive Officer; and General Manager, Human Resources and General Affairs Headquarters Deputy Chairman of the Board; Executive Officer; General Manager, Human Resources and General Affairs Headquarters; and General Manager, Management Strategy Office Deputy Chairman of the Board; Executive Officer; and General Manager, Management Strategy Office Director (current position) February 2019 Significant concurrent positions: Chairman and Representative Director, PARTYHOUSE Co., Ltd. [Reasons for selection as a candidate for Director] The Company renominates Mr. Toshio Okuwa as a candidate for Director as it believes that he will be able to utilize his abundant experience and profound insight as a corporate manager of the Company in the management of the Company. November 2013 February 2016 February 2015 May 2014 May 2015 – 18 – Notes: 1. Mr. Hirotsugu Okuwa, a candidate for Director, concurrently serves as Chairman and Representative Director of OAK-FOODS Corporation. The Company leases real estate and loans funds to, and guarantees obligations of OAK-FOODS Corporation. 2. Mr. Hirotsugu Okuwa, a candidate for Director, concurrently serves as President and Representative Director of Nihon Ryutsu Sangyo Co., Ltd. The Company purchases products from Nihon Ryutsu Sangyo Co., Ltd. 3. Mr. Keiji Okuwa, a candidate for Director, concurrently serves as Chairman and Representative Director of O-Entertainment Co., Ltd. The Company leases real estate to O-Entertainment Co., Ltd. 4. Mr. Toshio Okuwa, a candidate for Director, concurrently serves as Chairman and Representative Director of PARTYHOUSE Co., Ltd. The Company leases real estate and facilities to, and guarantees obligations of PARTYHOUSE Co., Ltd. 5. There are no special interests between any of the other candidates and the Company. 6. Pursuant to Article 27 of the Articles of Incorporation, the Company has entered into liability limitation agreements with Mr. Shoji Okuwa, Mr. Keiji Okuwa, and Mr. Toshio Okuwa, candidates for Director, to limit their liability to the maximum amount stipulated by laws and regulations. If this proposal is approved and they are reappointed, the Company intends to renew these agreements. 7. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with all the Company’s Directors as the insured. If the candidates are reappointed as Directors of the Company, they will become the insured under this insurance contract. The Company plans to renew this insurance contract with the same details at the time of the next renewal. For an overview of this contract, refer to page 44 of the Business Report (available in Japanese only). – 19 – Proposal 4: Election of Five (5) Directors Who are Audit & Supervisory Committee Members If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed, the Company will become a Company with an Audit & Supervisory Committee. Accordingly, the election of five (5) Directors who are Audit & Supervisory Committee Members is proposed. The Audit & Supervisory Board has given its consent to this proposal. This proposal will take effect subject to the amendments to the Articles of Incorporation in Proposal 2 “Partial Amendments to the Articles of Incorporation” coming into force. The candidates for Director who are Audit & Supervisory Committee Members are as follows: No. Name 1 New appointment Yoshihiko Ikezaki (Age 67) 2 New appointment Shinzo Takano (Age 72) Outside Independent Outside Director 3 New appointment Ichiro Okamoto (Age 67) Outside Independent Outside Director 4 New appointment Kenji Kuryu (Age 72) Outside Independent 5 New appointment Taeko Yashima (Age 70) Outside Independent New appointment New candidate for Director Outside Independent Candidate for Outside Director Independent officer as prescribed by stock exchanges, etc. Current position at the Company Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Attendance at meetings of the Board of Directors/Audit &Supervisory Board 100% (14 out of 14 meetings) 100% (17 out of 17 meetings) 100% (14 out of 14 meetings) -% (- out of – meetings) 100% (14 out of 14 meetings) -% (- out of – meetings) 100% (14 out of 14 meetings) 100% (17 out of 17 meetings) 92.8% (13 out of 14 meetings) 100% (17 out of 17 meetings) – 20 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held 1 Yoshihiko Ikezaki (October 27, 1954) New appointment 2 Shinzo Takano (October 1, 1949) New appointment Outside Independent Number of years as Outside Director Five (5) Years Joined the Company Section Manager, Information Management Office General Manager, Information Management Office Store Manager, Kashihara Masuga Store Store Manager, Kishiwada Hatsuta Store Manager, Internal Audit Office General Manager, Internal Audit Office Standing Audit & Supervisory Board Member (current position) April 1978 October 1991 February 1996 July 2003 February 2005 February 2011 May 2012 May 2020 [Reasons for selection as a candidate for Director] Mr. Yoshihiko Ikezaki has experience in the information management division and serving as a store manager at the Company, and had served as a General Manager of Internal Audit Office since May 2012, and have been serving as a Standing Audit & Supervisory Board Member since May 2020. The Company proposes to newly appoint him as a Director who is an Audit & Supervisory Committee Member, as it believes, that, with his experience, ability, and knowledge, he is appropriate as a Director of the Company. April 1968 March 2005 March 2007 March 2008 Recruited by Wakayama Prefectural Police Chief of Shingu Police Station Chief of Wakayama Kita Police Station General Manager, Traffic Division, Wakayama Prefectural Police Headquarters Chief of Wakayama Nishi Police Station Joined Mitsui Sumitomo Insurance Company, Limited Retired from Mitsui Sumitomo Insurance Company, Limited Outside Director, the Company (current position) March 2009 April 2010 March 2016 May 2017 [Reasons for selection as a candidate for Outside Director and expected role] Mr. Shinzo Takano has many years of diverse experience at the police including the office of the chief of police stations at Wakayama Prefectural Police and extensive and advanced knowledge and experience concerning organizational management and risk management, etc. Expecting him to play roles of realizing the management plan aimed by the Company and further improving risk management and effectiveness of the Board of Directors by using such knowledge and experience, the Company proposes to newly appoint him as an Outside Director who is an Audit & Supervisory Committee Member. If he is elected, the Company plans to have him involved in selection of candidates for Directors of the Company and decision-making on compensation for Directors, etc. as a Nomination and Compensation Committee Member from an objective and neutral standpoint. 7,500 0 – 21 – Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held No. 3 Ichiro Okamoto (February 10, 1955) New appointment Outside Independent Number of years as Outside Director Two (2) Years 4 Kenji Kuryu (November 3, 1949) New appointment Outside Independent April 1979 July 2007 July 2009 April 2013 Joined Osaka Regional Taxation Bureau Deputy District Director, Higashiyodogawa Tax Office District Director, Izumisano Tax Office Appeals Judge and Director, Second Department, Osaka Regional Tax Tribunal District Director, Okinawa Tax Office District Director, Wakayama Tax Office Certified public tax accountant (current position) Outside Director, the Company (current position) July 2013 July 2014 August 2015 May 2020 [Reasons for selection as a candidate for Outside Director and expected role] Mr. Ichiro Okamoto had held senior positions at Osaka Regional Taxation Bureau such as a District Director of Izumisano Tax Office and Wakayama Tax Office, and is still active as a certified public tax accountant. Therefore, he has extensive and advanced knowledge and experience related to handling of tax affairs, accounting, risks, and other matters. Expecting him to play roles of giving accurate advice on general management of the Company based on such professional and extensive knowledge and experience, the Company proposes to newly appoint him as an Outside Director who is an Audit & Supervisory Committee Member. If he is elected, the Company plans to have him involved in selection of candidates for Directors of the Company and decision-making on compensation for Directors, etc. as a Nomination and Compensation Committee Member from an objective and neutral standpoint. April 1973 April 1993 Joined The Kiyo Bank, Ltd. Assistant to Director, Head Office Marketing Department, The Kiyo Bank, Ltd. General Manager, Shimotsu Branch, The Kiyo Bank, Ltd. General Manger, Higashikaizuka Branch, The Kiyo Bank, Ltd. Deputy General Manager, Credit Department, The Kiyo Bank, Ltd. Assistant to Director, Planning & Personnel Department Director-general, Wakayama Association of Corporate Executives Outside Audit & Supervisory Board Member, the Company (current position) October 1993 October 1995 October 1998 January 2000 June 2003 May 2012 [Reasons for selection as a candidate for Outside Director and expected role] Mr. Kenji Kuryu has extensive and advanced knowledge and experience on finance and accounting, corporate business management, community revitalization, and other matters cultivated through abundant experience, etc. at a financial institution and Wakayama Association of Corporate Executives. Expecting him to play roles of realizing the management plan aimed by the Company and further improving management of the Company and effectiveness of the Board of Directors by using such knowledge and experience, the Company proposes to newly appoint him as an Outside Director who is an Audit & Supervisory Committee Member. If he is elected, the Company plans to have him involved in selection of candidates for Directors of the Company and decision-making on compensation for Directors, etc. as a Nomination and Compensation Committee Member from an objective and neutral standpoint. 0 0 – 22 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held 5 Taeko Yashima (April 29, 1952) New appointment Outside Independent July 1998 April 2001 April 2006 April 2010 April 2018 May 2020 Assistant Professor, Kawasaki City College of Nursing Assistant Professor, College of Nursing, Aichi Medical University Professor, College of Nursing, and Professor, Graduate School of Nursing, Aichi Medical University Dean, College of Nursing, Aichi Medical University Vice President, Tokyo Healthcare University, and Dean, Wakayama Faculty of Nursing (current position) Outside Audit & Supervisory Board Member of the Company (current position) Significant concurrent positions: Vice President, Tokyo Healthcare University, and Dean, Wakayama Faculty of Nursing [Reasons for selection as a candidate for Outside Director and expected role] Ms. Taeko Yashima had engaged in nursing for many years, and experienced practical nursing, nursing management, nursing education, research activities, academic societies, and social activities as a professor of nursing science. Presently, she is engaged in university management as a Vice President of Tokyo Healthcare University with extensive and advanced knowledge and experience related to medical care, nursing, and management, etc. Expecting her to play roles of realizing the management plan aimed by the Company, appropriately instructing and supervising the Board of Director, and promoting health and productivity management of the Company by using such knowledge and experience, the Company proposes to newly appoint her as an Outside Director who is an Audit & Supervisory Committee Member. 0 Notes: Shareholders. 1. There are no special interests between each of the candidates and the Company. 2. Mr. Shinzo Takano, Mr. Ichiro Okamoto, Mr. Kenji Kuryu, and Ms. Taeko Yashima are candidates for Outside Directors. 3. The number of years as Outside Director represents the number of years at the conclusion of this General Meeting of 4. Mr. Kenji Kuryu will have been serving as an Outside Audit & Supervisory Board Member of the Company for ten (10) years at the conclusion of this Ordinary General Meeting of Shareholders. 5. Ms. Taeko Yashima will have been serving as an Outside Audit & Supervisory Board Member of the Company for two (2) years at the conclusion of this Ordinary General Meeting of Shareholders. 6. The Company has registered Mr. Shinzo Takano, Mr. Ichiro Okamoto, Mr. Kenji Kuryu, and Ms. Taeko Yashima as independent officers with the Tokyo Stock Exchange. If they are elected as originally proposed, the Company intends to continue to register them as independent officers. The Company has adopted the independence criteria prescribed by the Tokyo Stock Exchange as the Company’s criteria for assessing the independence of outside officers. 7. Although Mr. Shinzo Takano has no direct experience in corporate management, the Company believes that he will be able to appropriately perform the duties of an Outside Director based on his diverse experience within the police organization. 8. Although Mr. Ichiro Okamoto has no direct experience in corporate management, the Company believes that he will be able to appropriately perform the duties of an Outside Director based on his professional perspectives and experience as a certified public tax accountant. 9. Although Mr. Kenji Kuryu has no direct experience in corporate management, the Company believes that he will be able to appropriately perform the duties of an Outside Director based on his business experience in a financial institution and the local business community. 10. Although Ms. Taeko Yashima has no direct experience in corporate management, the Company believes that she will be able to appropriately perform the duties of an Outside Director with her abundant experience and extensive knowledge as a university professor. 11. If the elections of Mr. Yoshihiko Ikezaki, Mr. Shinzo Takano, Mr. Ichiro Okamoto, Mr. Kenji Kuryu, and Ms. Taeko Yashima are approved, the Company plans to renew liability limitation agreements with each of them as set forth in Article 427, Paragraph 1 of the Companies Act. The limit of their liability for damages under such agreements shall be an amount stipulated by laws and regulations. 12. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with all the Company’s Directors as the insured. If the candidates are elected as Directors of the Company, they will become the insured under this insurance contract. The Company plans to renew this insurance contract with the same details at the time of the next renewal. For an overview of this contract, refer to page 44 of the Business Report (a