高島屋（8233） – Notice of Convocation Annual General Meeting 2022

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 (Securities Code: 8233) April 28, 2022 Yoshio Murata, President Takashimaya Company, Limited 1-5, Namba 5-chome, Chuo-ku, Osaka Notice of the 156th Ordinary General Meeting of Shareholders We are pleased to inform you that the 156th Ordinary General Meeting of Shareholders will be held as described below. Date and Time: Tuesday, May 24, 2022 at 10:00 a.m. Place: (Reception starts at 9:00 a.m.) Naniwa Ballroom, 8th Floor, Swissôtel Nankai Osaka 1-60, Namba 5-chome, Chuo-ku, Osaka Agenda of the Meeting Matters to Be Reported: 1. The Business Report, Consolidated Financial Statements for the 156th Fiscal Term (from March 1, 2021 to February 28, 2022) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the 156th Fiscal Term (from March 1, 2021 to February 28, 2022) Proposals to Be Resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Twelve Directors Proposal No. 4: Election of One Substitute Corporate Auditor Matters Decided for Convocation In light of prevention of spread of COVID-19 infection, we strongly recommend that you refrain from attending the meeting in person, and exercise your voting rights by mail or via the Internet by 5:00 p.m. on Monday, May 23, 2022. [To execute your voting rights via postal service]: Please review the accompanying Reference Material for the General Meeting of Shareholders (Pages 5 through 24), and indicate whether you approve or disapprove of the proposed issues on the enclosed Voting Rights Exercise Form, and return the form to us so that it will arrive by the above due date for exercising. If there is no indication of approval or disapproval of a proposal, it will be treated as approval. [To execute your voting rights via the Internet]: Please access our voting rights exercise site https://www.evote.tr.mufg.jp/, use your log-in ID and temporary password shown on the enclosed Voting Rights Exercise Form, review the accompanying Reference Material for the General Meeting of Shareholders (Pages 5 through 24) or the electronic version thereof shown on the voting rights exercise site, and enter your vote following the instructions on the screen. For exercise of voting rights via the Internet, please make sure to check Page 4 below. If there is no indication of approval or disapproval of a proposal, it will be treated as approval. In the case of duplication in exercising via both mail and the Internet, the one via the Internet will be effective. Exercise of Voting Rights by Proxy Each shareholder may exercise his/her voting rights by authorizing one other shareholder with voting rights to act as his/her proxy, provided that a document evidencing his/her power of representation for each general meeting of shareholders is submitted. ● For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. Also, please bring the notice with you in order to save resources. ● The following matters are not stated in the documents attached to this Notice of the General Meeting of Shareholders since they are posted on our website at https://www.takashimaya.co.jp/ based on relevant laws, regulations, and Article 15 of the Articles of Incorporation. (1) Consolidated Statement of Changes in Equity in the Consolidated Financial Statements (2) Notes to Consolidated Financial Statements (3) Statement of Changes in Equity in the Non-consolidated Financial Statements (4) Notes to Non-consolidated Financial Statements Therefore, the documents attached to this Notice of the General Meeting of Shareholders are a portion of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor during the course of preparing accounting audit reports, and a portion of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Corporate Auditors during the course of preparing auditing reports. ● Changes in the Reference Material for the General Meeting of Shareholders or attached documents, if any, will be posted on our website: https://www.takashimaya.co.jp/. Please note that no gifts will be provided to shareholders attending the meeting. We appreciate your understanding. [Reference Material for the General Meeting of Shareholders] Proposals and References Proposal No. 1 Appropriation of Surplus Year-end dividend In order to keep the basic stance to maintain a stable dividend level, and from a comprehensive viewpoint of the business performance and managerial environment, we propose that the year-end dividend be 12 yen per share. This makes the annual dividend 24 yen per share, including the interim dividend of 12 yen per share implemented earlier. 1. Type of the dividend property: Cash 2. Allocation of the dividend property to shareholders and the total amount thereof: 12 yen per share of the Company’s common stock 2,000,788,860 yen in total is to be distributed from retained earnings. 3. Effective date of dividend from surplus: May 25, 2022 Proposal No. 2 Partial Amendments to the Articles of Incorporation 1. Reasons for proposal (1) General meeting of shareholders without a specified venue Following the enforcement of the “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” (Act No. 70 of 2021) on June 16, 2021, which allows a general meeting of shareholders to be held without specifying a venue in order to prepare for large-scale disasters including an epidemic or a natural disaster, the Company proposes to amend the provisions concerning the convocation of general meetings of shareholders in its Articles of Incorporation (Article 13 of the current Articles of Incorporation). (2) Measures for electronic provision of information The amended provisions stipulated in the proviso to 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 general meetings of shareholders, the Company proposes to delete the provisions concerning Internet disclosure and deemed provision of Reference Materials for the General Meeting of Shareholders, etc. in its Articles of Incorporation (Article 15 of the current Articles of Incorporation) and newly establish the provisions concerning measures for electronic provision of information, etc. (Article 15 of the proposed amendments). In addition, the Company also proposes to establish supplemental provisions concerning the effective date, etc. in line with the foregoing. 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation Proposed amendments Articles 1 through 12 (Omitted) Articles 1 through 12 (Unchanged) (Amended parts are underlined.) Article 13 (Timing and Method of Holding Meetings) The Company convenes its ordinary general meeting of shareholders in May each year, and convenes an extraordinary general meeting of shareholders as necessary The record date for the voting rights of an ordinary general meeting of shareholders shall be the last day of February each year. The Company may hold a general meeting of shareholders without specifying a location. Article 14 (Unchanged) (Deleted) Article 13 (Timing of Holding Meetings) The Company convenes its ordinary general meeting of shareholders in May each year, and convenes an extraordinary general meeting of shareholders as necessary. The record date for the voting rights of an ordinary general meeting of shareholders shall be the last day of February each year. (Omitted) Article 14 Article 15 (Internet Disclosure and Deemed Provision of Reference Materials 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 stated or presented in the Reference Material for the General Meeting of Shareholders, the Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, by disclosing such information through the Internet in accordance with the provisions in the Ordinance of the Ministry of Justice. Current Articles of Incorporation (Newly established) Articles 16 through 43 (Omitted) (Newly established) (Supplementary provisions) Proposed amendments Article 15 (Measures for Electronic Provision of Information, Etc.) The Company shall, when convening a general meeting of shareholders, provide information contained in the Reference Material for the General Meeting of Shareholders, etc. electronically. The Company may choose not to include in the paper copy to be sent to shareholders who have requested it by the record date for voting rights, all or part of the matters stipulated in the Ordinance of the Ministry of Justice from among the matters to be provided electronically. Articles 16 through 43 (Unchanged) The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the establishment of Article 15 (Measures for Electronic Provision of Information, Etc.) of the proposed amendments shall come into effect on September 1, 2022 (the “Effective Date”), which is the date of enforcement of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019). Notwithstanding the provisions of the preceding paragraph, Article 15 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. Proposal No. 3 Election of Twelve Directors The terms of the current twelve Directors will expire at the close of this General Meeting of Shareholders. We therefore propose that twelve Directors be elected. The candidates for Directors are as follows: No. Name Current positions 1 Koji Suzuki 2 Yoshio Murata 3 4 6 8 Tsunekata Kameoka Tsuneaki Okabe 5 Masayuki Kiyose Shunzo Takayama 7 Yuko Utsunomiya Shinsuke Kuramoto 9 Akira Goto 10 Keisuke Yokoo 11 Atsumi Arima 12 Miyuki Ebisawa – Chairman (Representative Director) President (Representative Director) Senior Managing Director (Representative Director) Managing Director (Representative Director) Managing Director (Representative Director) Managing Director Managing Executive Officer Director Director Director Director Attendance at the Board of Directors meetings in FY2021 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) 11 / 11 (100%) (since taking office) 11 / 11 (100%) (since taking office) 11 / 11 (100%) (since taking office) 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) – – [Reappointment] [Reappointment] [Reappointment] [Reappointment] [Reappointment] [Reappointment] [New Appointment] [Reappointment] [Reappointment] [Outside] [Independent] [Reappointment] [Outside] [Independent] [Reappointment] [Outside] [Independent] [New Appointment] [Outside] [Independent] Skills desirable for the Company’s Board of Directors No. Name Marketing ESG Legal affairs and risk management IT Digital Transformation (DX) Corporate management at other companies Business development and real estate development in Japan and overseas Corporate planning, financial affairs, and personnel affairs ● 1 Koji Suzuki 2 Yoshio Murata 3 Tsunekata Kameoka 4 Tsuneaki Okabe 5 Masayuki Kiyose 6 Shunzo Takayama 7 Yuko Utsunomiya 8 Shinsuke Kuramoto 9 Akira Goto 10 Keisuke Yokoo 11 Atsumi Arima 12 Miyuki Ebisawa ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● No. Name (Date of birth) Career summary, positions and assignments 1 Koji Suzuki (June 19, 1945) (Reappointed) 2 Yoshio Murata (October 26, 1961) (Reappointed) (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the (4) Reasons for candidacy Company as Director March 1999 March 1968 May 1995 May 1997 Joined Takashimaya Co., Ltd. Director, and General Manager – Corporate Planning Office Managing Director, and General Manager – Corporate Planning Office and Corporate Philanthropy Office Senior Managing Director (Representative Director), and General Manager – Affiliated Business Headquarters Vice President (Representative Director), and General Manager – Department Store Business Headquarters and Affiliated Business Headquarters President (Representative Director), and General Manager – Department Store Business Headquarters March 2007 President (Representative Director) February 2014 Chairman (Representative Director) (to the present) (4) Following positions as Director, and General Manager – Corporate Planning Office, Mr. Suzuki has served as President and (1) 105,600 shares (2) N/A (3) N/A March 2001 March 2003 Representative Director since 2003, and Chairman and Representative Director since 2014, and is proposed as a candidate for ongoing Director in view of his wealth of experience and knowledge of the overall management of the Group. Joined Takashimaya Co., Ltd. General Manager – Kashiwa Store, Sales Headquarters April 1985 May 2011 February 2013 Executive Officer, and Deputy General Manager – General Affairs Headquarters, and General Manager – General Affairs Division and Rental Management Office February 2014 Executive Officer, and Deputy General Manager – General Affairs Headquarters, May 2015 August 2017 March 2018 March 2019 and General Manager – General Affairs Division, Rental Management Office, Development Group, Planning Headquarters, Asia Development Office, and Deputy General Manager – Planning Office for Nihombashi Redevelopment Managing Director, and Deputy General Manager – Planning Headquarters, and General Manager – Corporate Strategy Division and In charge of IT Promotion Office Managing Director (Representative Director), and General Manager – General Affairs Headquarters, and Deputy General Manager – Planning Headquarters, and General Manager – Corporate Strategy Division, and In charge of Secretariat Office and IT Promotion Office Managing Director (Representative Director), and General Manager – Planning Headquarters, and In charge of IT Promotion Office President (Representative Director), and In charge of CSR Promotion Office and Internal Audit Office President (Representative Director), and In charge of Internal Audit Office (1) 36,900 shares (2) N/A (3) N/A March 2020 November 2021 President (Representative Director), and In charge of Sales Headquarters and Internal Audit Office (to the present) (4) Following positions including Managing Director and Representative Director, and General Manager – General Affairs Headquarters, and Managing Director and Representative Director, and General Manager – Planning Headquarters, Mr. Murata has served as President and Representative Director since 2019, and is proposed as a candidate for ongoing Director in view of his leadership, creativity, and abilities to conceive new ideas and execute corporate strategy. (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the (4) Reasons for candidacy Company as Director (1) 25,300 shares (2) N/A (3) N/A No. Name (Date of birth) Career summary, positions and assignments 3 4 Joined Takashimaya Co., Ltd. April 1981 March 2009 Deputy General Manager – Kyoto Store, Sales Headquarters February 2012 Deputy General Manager – Osaka Store, Sales Headquarters February 2013 Executive Officer, and General Manager – Nihombashi Store, Sales Headquarters May 2016 Managing Director, and Deputy General Manager – Sales Headquarters (Omni-channel Strategy Promotion Headquarters), and General Manager – Merchandising Headquarters, and In charge of Nihombashi Redevelopment Managing Director and Kansai Representative, and General Manager – Osaka Store, Sales Headquarters Senior Managing Director (Representative Director), and General Manager – Sales Headquarters, and General Manager – Life Design Office (to the present) March 2019 March 2021 Tsunekata Kameoka (January 31, 1959) (Reappointed) (4) Following positions including Managing Director, and General Manager – Merchandising Headquarters, and Managing Director and Kansai Representative, and General Manager – Osaka Store, Mr. Kameoka has served as Senior Managing Director and Representative Director, and General Manager – Sales Headquarters since 2021. In view of his wealth of experience and knowledge of the overall management of the Group, he is proposed as a candidate for ongoing Director in the expectation that he will execute the “restructuring of the department store business.” Joined Takashimaya Co., Ltd. April 1984 February 2012 Deputy General Manager – Kyoto Store, Sales Headquarters February 2013 Deputy General Manager – Nihombashi Store, Sales Headquarters February 2014 Executive Officer, and General Manager – Kyoto Store, Sales Headquarters Managing Director, and General Manager – Sales Promotion Division, Sales May 2018 Headquarters Managing Director (Representative Director), and General Manager – Planning Headquarters, and in charge of IT Promotion Office Managing Director (Representative Director), and General Manager – Planning Headquarters Managing Director (Representative Director), and General Manager – General Affairs Headquarters, and In charge of Secretariat Office (to the present) March 2019 March 2020 March 2021 (1) 19,000 shares (2) N/A (3) N/A Tsuneaki Okabe (April 21, 1961) (Reappointed) (4) Following positions including Managing Director, and General Manager – Sales Promotion Division, and Managing Director and Representative Director, and General Manager – Planning Headquarters, Mr. Okabe has served as Managing Director and Representative Director, and General Manager – General Affairs Headquarters since 2021. In view of his wealth of experience and knowledge of the overall management of the Group, he is proposed as a candidate for ongoing Director in the expectation that he will contribute to the “enhancement of the earnings foundation of the Group.” No. Name (Date of birth) Career summary, positions and assignments March 1992 May 2006 March 2008 Joined Toshin Development Co., Ltd. Director, and General Manager – Development Headquarters, Toshin Development Co., Ltd. Managing Director, and General Manager – Corporate Management Headquarters, Toshin Development Co., Ltd. March 2016 February 2014 Managing Director, and Deputy General Manager – Sales Headquarters (In charge of Sales Planning and Tamagawa), Toshin Development Co., Ltd. Senior Managing Director, and General Manager – Sales Headquarters, Toshin Development Co., Ltd. Vice President (Representative Director), Toshin Development Co., Ltd. Managing Executive Officer, and General Manager – Planning Headquarters of Takashimaya Co., Ltd. Managing Director (Representative Director), and General Manager – Planning Headquarters March 2018 March 2021 May 2021 November 2021 Managing Director (Representative Director), General Manager – Planning March 2022 Headquarters, and General Manager – Corporate Strategy Division Managing Director (Representative Director), and General Manager – Planning Headquarters (to the present) 5 Masayuki Kiyose (September 16, 1957) (Reappointed) (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the (4) Reasons for candidacy Company as Director (1) 2,200 shares (2) Director of JR Tokai Takashimaya Co., Ltd. (3) Officer of a competitive company Director of JR Tokai Takashimaya Co., Ltd. Shunzo Takayama (February 23, 1961) (Reappointed) 6 (4) Following positions including Director as well as Vice President and Representative Director of Toshin Development Co., Ltd., Mr. Kiyose has served as Managing Director and Representative Director, and General Manager – Planning Headquarters of the Company since 2021. In view of his wealth of experience in management and knowledge, he is proposed as a candidate for ongoing Director in the expectation that he will contribute to the “enhancement of the earnings foundation of the Group.” April 1983 March 2007 Joined Takashimaya Co., Ltd. Deputy General Manager – Planning Office for New Osaka Main Branch Store, Sales Headquarters Deputy General Manager – Osaka Store, Sales Headquarters March 2009 February 2012 General Manager – Development Group, Planning Headquarters (Reform Promotion Headquarters), and General Manager – Asia Development Office, Sales Headquarters February 2013 Executive Officer, and General Manager – Development Group, Planning June 2013 May 2014 March 2015 March 2018 March 2021 May 2021 Headquarters (Reform Promotion Headquarters), and General Manager – Asia Development Office, Sales Headquarters Executive Officer, and General Manager – Development Group, Planning Headquarters (Reform Promotion Headquarters), and General Manager – Asia Development Office, Sales Headquarters, and Deputy General Manager – Planning Office for Nihombashi Redevelopment Managing Director, and Deputy General Manager – Planning Headquarters, IT Promotion Office and Planning Office for Nihombashi Redevelopment Managing Director, and General Manager – Sales Promotion Division, Sales Headquarters (Omni-channel Strategy Promotion Headquarters) President (Representative Director) – Takashimaya Space Create Co., Ltd. Managing Executive Officer and Kansai Representative, and General Manager – Osaka Store, Sales Headquarters of Takashimaya Co., Ltd. Managing Director and Kansai Representative, and General Manager – Osaka Store, Sales Headquarters (to the present) (1) 16,500 shares (2) N/A (3) N/A (4) Following positions including Managing Director, and General Manager- Sales Promotion Division, and President and Representative Director of Takashimaya Space Create Co., Ltd., Mr. Takayama has served as Managing Director and Kansai Representative, and General Manager – Osaka Store of the Company since 2021. The Company proposes him as a candidate for ongoing Director in the expectation that he will execute the “structural reform of department stores.” (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the (4) Reasons for candidacy Company as Director (1) 8,500 shares (2) Director of Iyotetsu Takashimaya Co. Ltd. (3) Officer of a competitive company Director of Iyotetsu Takashimaya Co. Ltd. No. Name (Date of birth) Career summary, positions and assignments April 1979 March 2005 March 2007 March 2009 May 2011 Joined Takashimaya Co., Ltd. General Manager – Gift Promotion Office, Merchandising Headquarters President (Representative Director) – Takasaki Takashimaya Co., Ltd. Executive Officer, and General Manager – Yokohama Store, Sales Headquarters, Takashimaya Co., Ltd. Executive Officer, and General Manager – Merchandising Policy Office, Merchandising Headquarters February 2012 General Manager – Sales Headquarters, JR Tokai Takashimaya Co., Ltd. Managing Director, and General Manager – Sales Headquarters, JR Tokai May 2012 Takashimaya Co., Ltd. Managing Director, Toshin Development Co., Ltd. Senior Managing Director, Toshin Development Co., Ltd. Vice President (Representative Director), Toshin Development Co., Ltd. Managing Executive Officer, Deputy General Manager – Sales Headquarters, and General Manager – Merchandising Headquarters of Takashimaya Co., Ltd. (to the present) March 2016 March 2018 March 2021 March 2022 Yuko Utsunomiya (August 27, 1956) (Newly Nominated) (4) Ms. Utsunomiya took office as Director of Toshin Development Co., Ltd. in 2016 and has served as its Vice President and Representative Director since 2021, having led our Group Strategy “Machi-dukuri.” She has served as Managing Executive Officer, Deputy General Manager – Sales Headquarters and General Manager – Merchandising Headquarters of the Company since 2022. In view of her wealth of experience in management and knowledge, the Company has judged that she will appropriately execute the duties of Director of the Company, and proposes her as a candidate for a new Director. April 1983 May 2008 May 2011 February 2013 Joined Takashimaya Co., Ltd. Director, and General Manager – Development Headquarters, Toshin Development Co., Ltd. Managing Director, and General Manager – Development Headquarters, Toshin Development Co., Ltd. Senior Managing Director, and General Manager – Overseas Business Headquarters, Toshin Development Co., Ltd. Vice President (Representative Director), Toshin Development Co., Ltd. President (Representative Director), Toshin Development Co., Ltd. (to the present) Director of Takashimaya Co., Ltd. (to the present) March 2016 March 2018 May 2021 (4) In addition to serving as President and Representative Director of Toshin Development Co., Ltd., Mr. Kuramoto has served as (3) N/A Director of the Company since 2021. In view of his wealth of experience in management and knowledge, the Company proposes him as a candidate for ongoing Director. He concurrently serves as President and Representative Director of Toshin Development Co., Ltd., and will further enhance the structure to lead the Group’s “Machi-dukuri” strategy in Japan and overseas, with the company playing a leading role. (1) 2,000 shares (2) President and Representative Director of Toshin Development Co., Ltd. Shinsuke Kuramoto (April 19, 1960) (Reappointed) 7 8 9 10 (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the Company (4) Reasons for candidacy as Outside Director and expected role No. Name (Date of birth) Career summary, positions and assignments April 1982 April 1989 April 1997 November 2001 Professor, Research Center for Advanced Economic Engineering, the University Professor, Faculty of Economics, Seikei University Professor, Faculty of Economics, Hitotsubashi University Professor, Institute of Innovation Research, Hitotsubashi University April 2003 April 2004 of Tokyo Director, Research Center for Advanced Economic Engineering, the University of Tokyo Professor, Research Center for Advanced Science and Technology, the University of Tokyo (1) 6,100 shares (2) N/A (3) N/A Emeritus Professor, the University of Tokyo (to the present) Professor, National Graduate Institute for Policy Studies Outside Director of Takashimaya Co., Ltd. (to the present) February 2007 Commissioner, Japan Fair Trade Commission June 2007 February 2012 May 2014 (4) Mr. Goto possesses the expertise and wealth of experience as an academic expert as well as experience as a Commissioner of the Japan Fair Trade Commission. In view of these points, Mr. Goto is proposed as a candidate for ongoing Outside Director. The Company expects that he will continuously provide supervision and advice on the Company’s management after his election by making the most of his wealth of knowledge as an expert. Akira Goto (September 7, 1945) (Outside Director) (Independent Director) (Reappointed) April 1974 June 2001 Joined the Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.) Managing Executive Officer, and Head of Planning Group, Mizuho Securities Co., Ltd. President & CEO, Mizuho Securities Co., Ltd. Chairman, Member of the Board of Directors, Mizuho Securities Co., Ltd. Vice Chairman & President, Japan Association of Corporate Executives Outside Director, the Dai-ichi Life Insurance Company, Limited (to the present) Outside Board Member, Nippon Suisan Kaisha, Ltd. Chairman, Sonar Advisers Inc. (to the present) April 2007 June 2011 April 2015 October 2016 June 2017 May 2019 December 2019 President, Member of the Board, Chief Executive Officer, Japan Investment (1) 1,900 shares (2) Outside Director of the Dai-ichi Life Insurance Company, Limited, Chairman of Sonar Advisers Inc., President, Member of the Board, Chief Executive Officer of Japan Investment Corporation, Outside Director of Ricoh Company, Ltd. Keisuke Yokoo (November 26, 1951) (Outside Director) (Independent Director) (Reappointed) Corporation (to the present) Outside Director of Takashimaya Co., Ltd. (to the present) Outside Director, Ricoh Company, Ltd. (to the present) May 2020 June 2020 (4) Mr. Yokoo has a wealth of experience as top management and in-depth knowledge. In view of these points, Mr. Yokoo is (3) N/A proposed as a candidate for ongoing Outside Director. The Company expects that he will continuously provide supervision and advice on the Company’s management after his election mainly from a managerial perspective. No. Name (Date of birth) Career summary, positions and assignments April 1986 April 2014 April 2016 April 2019 May 2020 May 2020 October 2020 June 2021 April 2022 Joined the Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.) Executive Officer, and General Manager of Corporate Advisory Division, Mizuho Bank, Ltd. Executive Officer, and General Manager of International Business Department, Mizuho Bank, Ltd. Outside Director, SEIBU RAILWAY Co., Ltd. Outside Director, PRINCE HOTELS, INC. Outside Director of Takashimaya Co., Ltd. (to the present) Outside Director, Daiso Sangyo Co., Ltd. (to the present) Outside Director, Reapra Japan (to the present) Outside Director, SEIBU HOLDINGS INC. (to the present) Director (non-executive), SEIBU RAILWAY Co., Ltd. (to the present) Director (non-executive), PRINCE HOTELS, INC. (currently SEIBU REALTY SOLUTIONS INC.) (to the present) Director (non-executive), SEIBU PRINCE HOTELS WORLDWIDE INC. (to the present) Atsumi Arima (August 11, 1962) (Outside Director) (Independent Director) (Reappointed) (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the Company (4) Reasons for candidacy as Outside Director and expected role (1) 1,900 shares (2) Outside Director of Daiso Sangyo Co., Ltd., Outside Director of Reapra Japan, Outside Director of SEIBU HOLDINGS INC., Director (non-executive) of SEIBU RAILWAY Co., Ltd., Director (non-executive) of SEIBU PRINCE HOTELS WORLDWIDE INC., Director (non-executive) of SEIBU REALTY SOLUTIONS INC. (3) N/A (4) Ms. Arima has a wealth of experience in the field of finance and an in-depth knowledge of social issues that companies should be aware of through her learning and initiatives. In view of these points, Ms. Arima is proposed as a candidate for ongoing Outside Director. The Company expects that she will continuously provide supervision and advice on the Company’s management after her election mainly from a managerial perspective. April 1998 Joined the Ministry of Home Affairs (currently Ministry of Internal Affairs and Communications) Registered as a lawyer (to the present) (1) 0 shares (2) N/A (3) N/A January 2017 (4) Following her service at the Ministry of Home Affairs (currently Ministry of Internal Affairs and Communications) and TAKARAJIMASHA, Inc., Ms. Ebisawa has a career as a freelance fashion editor and stylist for fashion magazines and advertisements. Subsequently, she was registered as lawyer after completing courses at Hitotsubashi University Graduate School of Law, and joined Hayashi & Partners. Currently she practices fashion law, a legal field specializing in legal issues in the fashion industry, at Mimura Komatsu Yamagata & Tamai Law Firm. In view of her extensive career, the Company has judged that she will appropriately execute the duties of Outside Director of the Company, and proposes her as a candidate for a new Outside Director. The Company expects that she will provide supervision and advice on the Company’s management after her election by making the most of her wealth of knowledge as a lawyer. 11 12 Miyuki Ebisawa (August 12, 1975) (Outside Director) (Independent Director) (Newly Nominated) Notes: 1. Akira Goto, Keisuke Yokoo, Atsumi Arima, and Miyuki Ebisawa are the candidates for Outside Directors, and Akira Goto, Keisuke Yokoo, and Atsumi Arima meet the requirements of the criteria defined by the Company for assessing independence of outside officers. The Company has reg istered the three candidates with the Tokyo Stock Exchange as Independent Directors as stipulated by the exchange. Likewise, the Company plans to designate Miyuki Ebisawa as Independent Director and register her with the Tokyo Stock Exchange as such. 2. Akira Goto has served as Outside Directors of the Company since May 2014, and his term of office will be eight years as of the close of this general meeting. the close of this general meeting. 3. Keisuke Yokoo and Atsumi Arima have served as Outside Directors of the Company since May 2020, and their terms of office will be two years as of 4. The Company has entered into a limited liability agreement, which sets forth that the maximum liability for damages shall be the amount required by laws and regulations, with Akira Goto, Keisuke Yokoo, and Atsumi Arima and plans to continue the agreement with the three candidates, if their reelection is approved. Likewise, the Company plans to enter into a similar limited liability agreement with Miyuki Ebisawa, if her election is approved. 5. The Company has entered into a directors and officers liability insurance agreement with an insurance company to cover damages that could arise due to the insured directors and officers assuming responsibility for the performance of their duties or from claims pertaining to the pursuit of the said responsibility. The twelve candidates will be included in those insured under the said insurance agreement. [Summary of the Insurance Contract] (i) Effective responsibility of the insured regarding payment of premiums The Company is responsible for premiums including riders, and the insured are effectively free of any payments of premiums. (ii) Overview of incidents covered The policy, together with riders, will cover damages that may arise due to the insured directors and officers assuming liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions taken with the knowledge that they are in violation of laws and regulations. (iii) Measures to ensure the appropriateness of duties of Directors, etc. The insurance contract has a deductible clause, and will not cover damages up to that amount. Proposal No. 4 Election of One Substitute Corporate Auditor As the effective term of Kunihiko Sugahara who was elected as a substitute Corporate Auditor at the 155th Ordinary General Meeting of Shareholders held on May 25, 2021 will expire at the close of this General Meeting of Shareholders, the Company proposes to elect a substitute Corporate Auditor. Please note that the Board of Corporate Auditors has previously given its approval. The candidate for substitute Corporate Auditor is as follows: Name (Date of birth) Career summary and position March 1979 June 1997 August 2013 August 2013 Registered as Certified Public Accountant (to the present) Partner, Deloitte Touche Tohmatsu (currently Deloitte Touche Tohmatsu LLC) Representative, Kunihiko Sugahara, CPA Accounting Office (to the present) Outside Director, SAKATA SEED CORPORATION (to the present) (1) Number of shares of the Company held (2) Status of important concurrent positions (3) Special interest with the Company (4) Reasons for candidacy as substitute Corporate Auditor (1) 0 shares (2) Representative of Kunihiko Sugahara, CPA Accounting Office, Outside Director of SAKATA SEED CORPORATION (3) N/A (4) Mr. Sugahara possesses qualifications as a certified public accountant and appropriate knowledge of financial affairs and accounting. Therefore, the Company has judged that Mr. Sugahara will appropriately execute the duties of Outside Corporate Auditor of the Company, and proposes him as a candidate for ongoing substitute Outside Corporate Auditor. Kunihiko Sugahara (March 8, 1952) (Outside Corporate Auditor) (Independent Corporate Auditor) Notes: 1. Kunihiko Sugahara is the candidate for substitute Outside Corporate Auditor and meets the requirements of the criteria defined by the Company for 2. The Company plans to register Kunihiko Sugahara with the Tokyo Stock Exchange as Independent Auditor as stipulated by the exchange, if he takes assessing independence of outside officers. office as Outside Corporate Auditor. 3. The Company plans to enter into a limited liability agreement, which sets forth that the maximum liability for damages shall be the amount required by laws and regulations, with Kunihiko Sugahara when he takes office as Outside Corporate Auditor, if his election is approved. 4. The Company has entered into a directors and officers liability insurance agreement with an insurance company to co ver damages that could arise due to the insured directors and officers assuming responsibility for the performance of their duties or from claims pertaining to the pursuit of the said responsibility. If his election is approved, Kunihiko Sugawara will be included in those insured under the said insurance agreement when he takes office as Outside Corporate Auditor. [Summary of the Insurance Contract] (i) Effective responsibility of the insured regarding payment of premiums The Company is responsible for premiums including riders, and the insured are effectively free of any payments of premiums. (ii) Overview of incidents covered The policy, together with riders, will cover damages that may arise due to the insured directors and officers assuming liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions taken with the knowledge that they are in violation of laws and regulations. (iii) Measures to ensure the appropriateness of duties of Directors, etc. The insurance contract has a deductible clause, and will not cover damages up to that amount. [Reference] The Company has set up its own criteria for assessing independence of outside officers in designating Outside Directors and Outside Corporate Auditors as independent. Outside Directors, Outside Corporate Auditors, or candidates for such roles are only recognized as independent from the Company if they fall under NONE of the following items. 1. The person serves, or has served within the past ten years, as an executive officer*1 in the Group (meaning the Company or a subsidiary thereof) 2. The person serves as an executive officer in a significant associate*2 of the Group 3. The person serves as an executive officer in a significant creditor*3 of the Group 4. The person is, or currently serves as an executive officer in, a significant shareholder*4 of the Company 5. The person serves as an executive officer in a company in which the Group holds significant shares*4 6. The person belongs to an organization serving as the Group’s accounting auditor 7. The person is a lawyer, certified public accountant, certified tax accountant/consultant who receives from the Group monetary or non-monetary compensation of a significant amount*5, excluding any compensation the person may receive for serving the Group as a Director/Corporate Auditor 8. The person serves as a director or other executive officer of an organization to which the Group donates a 9. The person serves as an executive officer in a company that has appointed an executive officer of the Group significant amount*5 as an officer 10. The person has fallen under any of the items from 2 to 9 in the past three years 11. The person is married to, or is a first or second-degree relative of, someone who… (a) serves as an executive officer of the Group (or, if the candidate in question is standing as an independent Outside Corporate Auditor, serves as a non-executive director of the Group) with significant rank*6; (b) has fallen under (a) at any point in the 1-year period preceding the date the candidate assumes officer; or (c) falls under any of the items from 2 to 9 and holds significant rank 12. In addition to the above, the person’s appointment may cause a substantial conflict of interest with shareholders, or there are other valid reasons to believe that the person would not discharge his or her duties as an independent outside officer directors *1 “Executive officer” refers to an executive (with or without fiduciary duties), owner, or employee of an org anization. The term does not include non-executive *2 “Significant associate” means either a client of the Group that has in any of the past three years compensated the Company in an amount at least 2 percent of the Company’s consolidated turnover for that year, or a supplier of the Group that has in any of the past three years been compensated by the Company in an amount at least 2 percent of the supplier’s consolidated turnover for that year *3 “Significant creditor” means an entity to which the Group owes, as of the end of the latest fiscal year, an amount at least 2 percent of the Company’s total assets *4 “Significant shareholder of the Group” means an entity holding at least 10 percent of the Company’s total voting rights, eith er directly or indirectly, or an for that year executive officer of said entity *5 “Significant amount” means, in the context of an individual, an amount averaging at 10,000,000 yen or more for the past three fiscal years or, in the context of an organization, an amount representing more than 2 percent of the organization’s average total revenue for the last three fiscal years *6 “Significant rank” means an inside director, inside Corporate Auditor, an executive with or without fiduciary duties, or any other senior manager