ミニストップ（9946） – Notice of Convocation Annual General Meeting 2022

This document has been translated from 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 damage arising from the translation. To Shareholders with Voting Rights: Securities code: 9946 April 26, 2022 Akihiro Fujimoto President and Representative Director MINISTOP Co., Ltd. 1-5-1 Nakase, Mihama-ku, Chiba City, Chiba Prefecture, Japan THE 43rd ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 43rd Annual General Meeting of Shareholders of MINISTOP Co., Ltd. (the “Company”) will be held as described below. If you will be attending on the day of the meeting, please submit the enclosed Voting Rights Exercise Form at the venue reception desk. You may exercise your voting rights by postal mail or online instead of attending in person, so please review the Reference Documents for the General Meeting of Shareholders that are provided below and exercise your voting rights by 5:00 p.m. on Thursday, May 19, 2022, Japan time. 1. Date and Time: 2. Place: Friday, May 20, 2022 at 10:00 a.m. Japan time (registration begins at 9:00 a.m.) Multipurpose Hall, 3rd Floor, AEON Tower Annex 1-5-1 Nakase, Mihama-ku, Chiba City 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the Company’s 43rd Fiscal Year (March 1, 2021 – February 28, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 43rd Fiscal Year (March 1, 2021 – February 28, 2022) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Partial Amendments to the Articles of Incorporation Election of Nine (9) Directors Election of Two (2) Audit & Supervisory Board Members The Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements, which are among the documents to be appended to the Notice of the 43rd Annual General Meeting of Shareholders, are posted on the Company’s online website in accordance with the provisions of the law, regulations, and Article 15 of the Company’s Articles of Incorporation, and are therefore not included in the documents appended to this Notice. Accordingly, the documents appended to this Notice are a part of the Consolidated Financial Statements or Non-consolidated Financial Statements audited by the Audit & Supervisory Board and Accounting Auditor in preparing their respective audit reports. – 1 – Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, or Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company’s online website. The results of resolutions by the 43rd Annual General Meeting of Shareholders will be posted on the Company’s online website on Saturday, May 21, 2022 or a later date. The Company’s website: https://www.ministop.co.jp/ – 2 – Guide to Online Streaming of General Meeting of Shareholders The General Meeting of Shareholders will be streamed live to allow the meeting to be viewed from home as it takes place. Details are provided below. When filming at the venue on the day of the meeting, efforts will be made to protect the privacy of shareholders in attendance and only the area around the chairperson’s seat and officers’ seats will be filmed, but there may be unavoidable situations in which shareholders in attendance are captured by the camera. Your understanding is appreciated. 1. Streaming time and date Friday, May 20, 2022, 10:00 a.m. to the end of the meeting *It is possible that the meeting will be prevented from being live-streamed due to a natural disaster, the spread of COVID-19 infections, or some other circumstance. Information on streaming status and other relevant matters will be provided as necessary on the Company’s website and elsewhere. 2. How to watch URL: engagement-portal.tr.mufg.jp/ (1) Use this web address to access Engagement Portal, a site for online shareholder meetings. (2) Enter your login ID and password on the shareholder verification screen (login screen), review the terms of use, check the box for “I agree to the terms of use,” and click the “Login” button. Your login ID and password are the same as the login ID and the temporary password for the voting rights exercise website, which are shown below the duplicate slip attached on the right side of the Voting Rights Exercise Form enclosed with this Notice. *After logging in to the voting rights exercise website for the first time with using the temporary password, you will be asked to change it to the password of your choice. The new password that you select, however, will not be carried over to the Engagement Portal site that streams the meeting. Therefore, you will need to continue to use the temporary password provided in the lower-right of the Voting Rights Exercise Form on the Engagement Portal site. Be sure to keep the right side (duplicate slip) of this form on hand. *The site will be available from the time this Notice arrives to 5:00 p.m. on Friday, May 20, 2022. After it closes, the shareholder verification screen (login screen) will still be displayed, but you will not be able to access any pages beyond the login page. (3) After logging in, click the “View meeting live” button, confirm the terms of use on viewing the live stream, check the box for “I agree to the terms of use,” and click “View.” *The live-stream page for the meeting will be accessible from around 30 minutes prior to the start. – 3 – [Reminders about participating online] Viewing the live stream via the Internet is not considered attendance at the General Meeting of Shareholders under the Companies Act. Therefore, you will not be able to ask questions, exercise your voting rights, or submit motions, which are permitted for shareholders at General Meetings of Shareholders, through Internet participation. With regard to exercising your voting rights, please be aware of the deadline and send the Voting Rights Exercise Form by mail, vote online, or have a proxy to whom proxy rights have been ascribed by power of attorney or other means attend the meeting in person. Please note that participation in the General Meeting of Shareholders via the Internet is limited to shareholders only, and proxy participation is not permitted. Depending on the device you use (model, performance, etc.) and your Internet connection (line status, connection speed, etc.), there may be problems with the audio or video, so your understanding in advance is appreciated. Communication and other charges for viewing the live stream are borne by the shareholder. If you lose the enclosed Voting Rights Exercise Form, please contact us using the information provided below and a replacement will be issued. Please be aware, however, that we may not be able to issue a replacement form depending on the timing of when the request is received; for example, if there is less than around one week until the meeting is to be held. [Recommended system requirements] The following are the site’s recommended system requirements. Internet Explorer does not work with the site, so please use one of the following browsers. OS Latest Browser* PC Windows Windows 10 and newer Google Chrome, Microsoft Edge (Chromium) Macintosh MacOS X 10.13 (High Sierra) and newer Safari, Google Chrome iPad Android Mobile iPhone iOS 13.0 and newer iOS 12.0 and newer Android 8.0 and newer Safari Safari Google Chrome *Even if the recommended system requirements are met, the site may not function normally depending on the communication environment and device. [For inquiries related to the site] Transfer Agent Department, Mitsubishi UFJ Trust and Banking Corporation Tel: 0120-676-808 (toll-free) (Weekdays 9:00 a.m. to 5:00 p.m. Not open on weekends or holidays except on the day of the meeting from 9:00 a.m. until the meeting’s close.) – 4 – 3. [Reference] How to access the Engagement Portal online shareholder meeting site – 5 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Partial Amendments to the Articles of Incorporation 1. Reasons for proposal (1) Adoption of electronic provision system Regarding Article 15 of the current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders), the revised provisions stipulated in the proviso of Article 1 of the Supplementary Provisions to the Act Partially Amending the Companies Act (Act No. 70 of 2019) will go into force on September 1, 2022. Accordingly, the Company proposes to amend its Articles of Incorporation to prepare to institute a system for providing materials for General Meetings of Shareholders in electronic format. (2) Business purpose addition The Company proposes to add to the business purposes in Article 2 (Purpose) of the current Articles of Incorporation in order to accommodate diversification of business activities going forward. It proposes to amend Article 2 to add Item 8, “Delivery, rental, import/export and related agency services for the goods enumerated in the previous items.” The sequence of the article is changed to arrange the items by business category. 2. Proposed amendments The proposed amendments are as follows. Current Articles of Incorporation (Omitted) Article 1 (Purpose) Article 2 The purpose of the Company shall be to conduct the following businesses. (Omitted) 1-5. 6. Contract receiving agent services for resident records, family registers, registered seal certificates, etc. 7. Receiving agent services for public charges, including electricity, gas, water, and broadcasting, and contract receiving agent services for payments related to mail-order sales, etc. (Newly established) (Changes are indicated with underlining.) Proposed Articles of Incorporation Article 1 (Purpose) Article 2 (Unchanged) The purpose of the Company shall be to conduct the following businesses. (Omitted) 1-5. 6. (Moved from Article 2, Item 10 of the current Articles of Incorporation) 7. (Moved from Article 2, Item 12 of the current Articles of Incorporation) 8. Delivery, rental, import/export and related agency services for the – 6 – Current Articles of Incorporation Proposed Articles of Incorporation goods enumerated in the previous items 9. (Moved from Article 2, Item 6 of the current Articles of Incorporation) 10. (Moved from Article 2, Item 7 of the current Articles of Incorporation) 11. (Moved from Article 2, Item 8 of the current Articles of Incorporation) 12. (Moved from Article 2, Item 9 of the current Articles of Incorporation) 13. (Moved from Article 2, Item 11 of the current Articles of Incorporation) 14. (Moved from Article 2, Item 13 of the current Articles of Incorporation) 15. (Moved from Article 2, Item 14 of the current Articles of Incorporation) 16. (Moved from Article 2, Item 15 of the current Articles of Incorporation) 8. Issue and sale of prepaid magnetic cards and gift certificates 9. Management of pharmacies, restaurants, gaming facilities, sports facilities, preparatory schools, ticket agencies, culture centers, parking lots, and gas stations 10. Sale, import/export and lease of 11. Information processing services, automobiles, motorcycles, bicycles, light vehicles, transport vehicles, and their parts and accessories, etc., and vehicle maintenance information provision services, worker dispatching services, fee-based provision of added-value information and communication networks under the Telecommunications Business Act, and agency services thereof 12. Manufacture, sale, import/export, and lease of gaming devices, games, music, video software, and computer software, and brokerage services thereof 13. Collection, processing, and sale of information using the Internet and other communication systems, and various information provision services 14. Building maintenance services, building security services, cleaning services, and contract product inventory services 15. Photography services, vehicle transport business, freight forwarding and handling business, travel services under the Travel Agency Act, and activities related to printing and publication – 7 – Current Articles of Incorporation 16. Buying/selling, lease, intermediation, and management of real estate, stores, store facilities, and furniture and fixtures, and contracting for civil engineering and construction and interior design work 17. Money loans, money lending intermediation, guarantee, and collection services, investment, management, and trading of securities, credit card services, credit card brokerage services, and general lease services 18. Securities trading, and intermediation, brokerage and agency services for trading, etc. 19. Bank agent services 20. Foreign exchange transaction and exchange services 21. Product inventory, building maintenance, refuse collection and other contract intermediation services 22. Non-life insurance agency services and activities related to life insurance sales 23. Electric power generation business and its management and operation, and business activities related to electricity trading 24. Franchise system consulting services related to businesses enumerated above 25. Services related to technical assistance, guidance, and investment in connection with the businesses enumerated above 26. Investment and financing for the businesses enumerated above 27. All business activities related to the businesses enumerated above Proposed Articles of Incorporation 17. (Moved from Article 2, Item 16 of the current Articles of Incorporation) 18. (Moved from Article 2, Item 17 of the current Articles of Incorporation)        19. (Moved from Article 2, Item 18 of the current Articles of Incorporation) 20. (Moved from Article 2, Item 19 of the current Articles of Incorporation) 21. (Moved from Article 2, Item 20 of the current Articles of Incorporation) 22. (Moved from Article 2, Item 21 of the current Articles of Incorporation) 23. (Moved from Article 2, Item 22 of the current Articles of Incorporation) 24. (Moved from Article 2, Item 23 of the current Articles of Incorporation) 25. (Moved from Article 2, Item 24 of the current Articles of Incorporation) 26. (Moved from Article 2, Item 25 of the current Articles of Incorporation) 27. (Moved from Article 2, Item 26 of the current Articles of Incorporation) 28. (Moved from Article 2, Item 27 of the current Articles of Incorporation) Article 3 to 14 (Omitted) Article 3 to 14 (Unchanged) – 8 – Proposed Articles of Incorporation (Deleted) Current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders) Article 15 The Company, when convening its General Meeting of Shareholders, may deem information related to matters to be included or presented in the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements as having been provided to shareholders by disclosing it by way of a method that uses the Internet in accordance with the provisions of Ministry of Justice Order. (Newly established) (Electronic Provision Measures, Etc.) Article 15 The Company, when convening its General Meeting of Shareholders, shall take electronic provision measures for information with such content as the Reference Materials for the General Meeting of Shareholders. 2. The Company shall be allowed to not include in written documents provided to shareholders who request such documents by the voting rights record date those matters, either in part or in full, for which electronic provision measures are taken that have been stipulated in Ministry of Justice Order. 1. Deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders) of the current Articles of Incorporation and new establishment of Article 15 (Electronic Provision Measures, Etc.) of the proposed Articles of – 9 – (Newly established) (Supplementary Provisions) Current Articles of Incorporation Proposed Articles of Incorporation Incorporation shall come into effect on September 1, 2022, the date of enforcement of the amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions to the Act Partially Amending the Companies Act (Act No. 70 of 2019). 2. Notwithstanding the provisions of the preceding paragraph, with regard to General Meetings of Shareholders to be held on a date up to the final day of February 2023, Article 15 of the current Articles of Incorporation shall remain in effect. 3. This supplementary provision will be deleted on March 1, 2023, or after three months have elapsed since the date of the General Meeting of Shareholders in the preceding paragraph, whichever is later. Article 16 to 39 (Omitted) Article 16 to 39 (Unchanged) – 10 – 1 Proposal 2: Election of Nine (9) Directors The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to increase the number of Directors by two (2) in order to strengthen its management system and elect nine (9) Directors. The candidates for Director are as follows. No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Akihiro Fujimoto (July 19, 1962) [Reappointment] March 1985 March 2001 June 2002 Joined the Company General Manager of Marketing Office President and Representative Director, MS Kyushu Co., Ltd. February 2005 General Manager of East Japan Sales Division, the Company Director General Manager of Fast Food Products Division May 2005 March 2008 February 2010 General Manager of Merchandise Division May 2011 February 2012 May 2012 March 2013 April 2013 Managing Director In charge of merchandise Director, Managing Executive Officer In charge of China business General Manager, QINGDAO MINISTOP CO., LTD. Managing Executive Officer, the Company President and Representative Director (current position) President and Representative Director, in charge of sales and development May 2014 May 2017 March 2020 12,199 [Reason for nomination as candidate for Director] Mr. Fujimoto has extensive experience as President and Representative Director of MS Kyushu Co., Ltd. and as General Manager of QINGDAO MINISTOP CO., LTD., has served as the Company’s President and Representative Director since May 2017 and therefore has broad and extensive knowledge of the Company’s business. Accordingly, the Company judges him qualified to be reappointed as a candidate for Director. [Special interests] There are no special interests between Mr. Akihiro Fujimoto and the Company. – 11 – No. 2 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held April 1993 September 2001 Secretary Office July 2009 January 2012 Joined Jusco Co., Ltd. (currently Aeon Co., Ltd.) My Basket Division, AEON Retail Co., LTD. Head of Sales Department, My Basket CO., LTD. Director, Head of Support Administration Department Director, Head of Sales and Support Administrative Department Director, Head of Human Resource Development Department President and Representative Director, A・Colle Co., LTD. President and Representative Director, AEON BIG Co., Ltd. Takeshi Miyazaki (June 14, 1970) [New appointment] March 2013 April 2015 January 2016 March 2017 April 2018 September 2019 PT of Discount Business, Aeon Co., Ltd. Chief Officer of Finance and Accounting April 2020 Head of Finance Department Chief Officer of Business Management (current position) March 2022 – [Reason for nomination as candidate for Director] Mr. Miyazaki has extensive experience and an ample track record as a business executive at Aeon Group companies, and he also has extensive knowledge of the finance and business management divisions. Accordingly, the Company judges him qualified to be appointed as a candidate for Director. [Special interests] There are no special interests between Mr. Takeshi Miyazaki and the Company. – 12 – No. 3 Masashi Hotta (October 2, 1965) [Reappointment] Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Joined the Company April 1989 February 2006 General Manager of Area FC January 2009 March 2013 May 2014 General Manager, QINGDAO MINISTOP CO., LTD. General Manager of President’s Office, the Company In charge of administration, General Manager of President’s Office Director, Executive Officer May 2014 September 2014 In charge of merchandise May 2015 Managing Executive Officer September 2017 General Manager of Administration Division May 2019 April 2020 Managing Director (current position) General Manager of Administration Division, in charge of overseas business General Manager of Personnel and General Affairs Division, in charge of overseas business In charge of administration, General Manager of Overseas/Workplace/MINISOF Business Division (current position) April 2020 February 2022 2,100 [Reason for nomination as candidate for Director] Mr. Hotta has extensive experience as the General Manager of QINGDAO MINISTOP CO., LTD. and has broad and extensive knowledge of the Company’s business, including the administration division, development division, and merchandise division. Accordingly, the Company judges him qualified to be reappointed as a candidate for Director. [Special interests] There are no special interests between Mr. Masashi Hotta and the Company. – 13 – No. 4 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Toyoaki Abe (February 14, 1973) [Reappointment] April 1995 March 2008 March 2016 Joined the Company General Manager of Sales Department, MINISTOP DELI Business Division Managing Director in charge of administration, MINISTOP Korea Co., Ltd. November 2019 Responsible for Cost/Earnings/Business March 2020 May 2020 February 2021 February 2022 Restructuring Project, the Company General Manager of FC Support Division Director, the Company (current position) In charge of sales and development In charge of sales and development, General Manager of Sales and Development Management Division (current position) 500 [Reason for nomination as candidate for Director] Mr. Abe has experience as Managing Director of MINISTOP Korea Co., Ltd. and extensive knowledge of the Company’s business, including the sales division and new businesses. Accordingly, the Company judges him qualified to be reappointed as a candidate for Director. [Special interests] There are no special interests between Mr. Toyoaki Abe and the Company. – 14 – No. 5 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Joined the Company April 1995 February 2009 General Manager of Tokyo Sales Department September 2009 Junior Vice-President, ROBINSONS Mitsuharu Nakazawa (February 10, 1972) [Reappointment] March 2016 October 2019 May 2020 February 2022 CONVENIENCE STORES, INC. (the Philippines) General Manager of Overseas Business Division, the Company General Manager of Merchandise Division Director (current position) In charge of merchandise and digital, General Manager of Merchandise Management Division (current position) Number of shares of the Company held 2,900 [Reason for nomination as candidate for Director] Mr. Nakazawa has experience as a business executive overseas and extensive knowledge of the Company’s business, including the merchandise and sales divisions. Accordingly, the Company judges him qualified to be reappointed as a candidate for Director. [Special interests] There are no special interests between Mr. Mitsuharu Nakazawa and the Company. – 15 – No. 6 Keiji Kamio (July 11, 1957) [New appointment] Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held March 1980 Joined Yaohan Co., Ltd. (currently Maxvalu Tokai Co., Ltd.) February 1998 General Manager of the Sales Coordinator Department September 2001 General Manager of Hachimancho Store March 2003 March 2004 May 2004 May 2008 May 2011 May 2013 March 2022 Dairy Manager of the Product Control Department Division Manager of the Store Management Department Director Executive Director Division Manager of the Product Control Department President and Representative Director, (current position) Executive Officer, Supermarket Business, Aeon Co., Ltd. (current position) – [Reason for nomination as candidate for Director] Mr. Kamio has extensive experience and an ample track record in the Aeon Group and also has extensive knowledge of the retail industry. Accordingly, the Company judges him qualified to be appointed as a candidate for Director. [Special interests] There are no special interests between Mr. Keiji Kamio and the Company. – 16 – No. 7 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Takahisa Yamakawa (December 28, 1956) [Reappointment] [Outside] [Independent] April 1981 April 1985 April 1985 March 2001 April 2002 May 2011 May 2015 June 2015 Joined the Legislative Bureau of the House of Representatives Registered as an attorney-at-law (Tokyo Bar Association) Joined Ishihara Law Office External Auditor, Bell-Park Co., Ltd. (current position) Established Renaiss Law Office (current position) Outside Audit & Supervisory Board Member, the Company Outside Director (current position) Outside Director, KAWADA TECHNOLOGIES, INC. (current position) – [Reason for nomination as candidate for Outside Director and expected roles] The Company proposes the appointment of Mr. Yamakawa as an Outside Director in order to utilize his specialized knowledge as an attorney and experience as the Company’s Outside Audit & Supervisory Board Member in its management system. After being elected, Mr. Yamakawa is expected to leverage his specialized knowledge as an attorney and work to strengthen supervisory function of overall management and supervisory function of conflicts of interest primarily from a legal standpoint. [Special interests] There are no special interests between Mr. Takahisa Yamakawa and the Company. – 17 – No. 8 Makoto Kometani (July 3, 1948) [Reappointment] [Outside] [Independent] Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held April 1971 Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.) February 1987 Director, General Manager of Head Office, October 1989 May 1991 May 1998 May 2000 June 2002 March 2006 October 2006 June 2007 July 2015 May 2016 April 2020 Banco Mitsubishi Brasilerio Vice President General Manager of Ikegami Branch, the Mitsubishi Bank, Ltd. General Manager of Okayama Branch, the Bank of Tokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.) Joined SATO Corporation (currently SATO Holdings Corporation) General Manager of General Affairs Department, Administrative Division Executive Officer, Deputy General Manager of Corporate Planning Division, General Manager of Accounting Department Executive Officer, Deputy General Manager of Corporate Planning Division, General Manager of General Planning Department General Manager of Internal Control Office Audit & Supervisory Board Member Advisor to the President Outside Director, the Company (current position) Advisor, SATO Holdings Corporation – [Reason for nomination as candidate for Outside Director and expected roles] The Company proposes the appointment of Mr. Kometani as an Outside Director in order to utilize his wide-ranging knowledge in the finance industry and multiple other areas, his ample management experience overseas, and his knowledge as a corporate auditor in its management system. After being elected, Mr. Kometani is expected to leverage his knowledge in the finance industry and corporate management to supervise management planning, financial matters, and other areas from primarily a management standpoint. [Special interests] There are no special interests between Mr. Makoto Kometani and the Company. – 18 – No. 9 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Shingo Kagawa (March 8, 1958) [New appointment] [Outside] [Independent] April 1981 April 2010 April 2012 April 2015 April 2016 April 2018 May 2020 October 2020 October 2021 Joined FUJITSU LIMITED Group President of Network Service Business Unit Corporate Executive Officer, Group President of Network Service Business Unit Corporate Executive Officer, Vice President of Integration Services Business Corporate Executive Officer, CTO, Head of Digital Services Business President and Representative Director, FUJITSU RESEARCH INSTITUTE External Director, FURUNO ELECTRIC CO., LTD. (current position) President and Representative Director, DigiIT Corporation Chairman of the Board, SS Technologies Co., Ltd. (previously DigiIT Corporation) (current position) – [Reason for nomination as candidate for Outside Director and expected roles] The Company proposes the appointment of Mr. Kagawa as an Outside Director because he will contribute to strengthening corporate governance by providing advice on the Company’s overall management based on his extensive experience and broad insight as a business executive. After being elected, Mr. Kagawa is expected to leverage his broad knowledge in management and provide appropriate advice and supervision related to management from both governance and business promotion standpoints. [Special interests] There are no special interests between Mr. Shingo Kagawa and the Company. Notes: 1. The “Career summary, positions, responsibilities, and significant concurrent positions” section for Mr. Takeshi Miyazaki includes positions and responsibilities over the past ten years when he was a business executive at My Basket CO., LTD., A・Colle Co., LTD., and AEON BIG Co., Ltd., which are subsidiaries of Aeon Co., Ltd., the parent company of the Company. The “Career summary, positions, responsibilities, and significant concurrent positions” section for Mr. Keiji Kamio includes positions and responsibilities over the past ten years when he was a business executive at Aeon Co., Ltd., which is the parent company of the Company, and Maxvalu Tokai Co., Ltd., which is a subsidiary of Aeon Co., Ltd., the parent company of the Company. 2. Mr. Takahisa Yamakawa, Mr. Makoto Kometani, and Mr. Shingo Kagawa are candidates for Outside Director pursuant to Article 2, Paragraph 3, Item 7 of the Regulations for Enforcement of the Companies Act. 3. Mr. Takahisa Yamakawa will utilize his specialized knowledge as an attorney and experience as an Outside Audit & Supervisory Board Member of the Company in the Company’s management system, so the Company proposes his appointment as an Outside Director and judges that he is capable of appropriately executing the duties of an Outside Director. 4. Mr. Takahisa Yamakawa will have served as an Outside Director of the Company for seven years as of the conclusion of this General Meeting of Shareholders. Mr. Yamakawa was also an Outside Audit & Supervisory Board Member of the Company in the past. – 19 – Mr. Makoto Kometani will have served as an Outside Director of the Company for six years as of the conclusion of this General Meeting of Shareholders. 5. The Company has entered into an agreement with Mr. Takahisa Yamakawa and Mr. Makoto Kometani, who are currently Outside Directors, for limiting their liability under Article 423, Paragraph 1 of the Companies Act when actions are taken in good faith and without gross negligence to the amount stipulated by laws and regulations. If their election as Directors is approved, the Company intends to again conclude an agreement with both parties that limits their liability under Article 423, Paragraph 1 of the Companies Act when actions are taken in good faith and without gross negligence to the amount stipulated by laws and regulations. 6. If the appointment of Mr. Shingo Kagawa as Director is approved, the Company intends to conclude an agreement with him for limiting his liability under Article 423, Paragraph 1 of the Companies Act when actions are taken in good faith and without gross negligence to the amount stipulated by laws and regulations. 7. Mr. Takahisa Yamakawa, Mr. Makoto Kometani, and Mr. Shingo Kagawa are independent officer candidates as stipulated by Tokyo Stock Exchange, Inc. in Article 436-2 of the Securities Listing Regulations. 8. Aeon Co., Ltd., the parent company of the Company, has entered into a directors and officers liability insurance policy (D&O insurance) with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. The policy covers the cost of damage claims, legal expenses, and other related costs incurred by the insured parties resulting from damage claims made as a result of actions taken by them (or inaction) in their capacity as directors and officers. However, the policy sets a deductible and does not cover damages up to the deductible amount. The parties covered by the insurance are Directors of the Company, and insurance premiums are borne in full by the Company. If this proposal is approved, all appointed Directors will be included among the parties covered by the policy. The Company intends to renew the policy with the same content the next time it is up for renewal. – 20 – Proposal 3: Election of Two (2) Audit & Supervisory Board Members The terms of office of Audit & Supervisory Board Members Ryoji Tachibana and Makoto Mitsushige will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two (2) Audit & Supervisory Board Members. The Audit & Supervisory Board has given its consent to this proposal. The candidates for Audit & Supervisory Board Member are as follows. No. Name (Date of birth) Career summary, positions and significant concurrent positions Number of shares of the Company held – November 1981 Joined Jusco Co., Ltd. (currently Aeon Co., Ltd.) March 2007 March 2008 May 2009 April 2012 May 2013 May 2013 General Manager of Administrative Division, Talbots Japan Co., Ltd. General Manager, Talbot (Shanghai) Trading Co., Ltd. Chief Manager of HR Group, AEON Fantasy Co., Ltd. General Manager of HR Division, in charge of risk management Director (current position) General Manager of Global Business Promotion Division September 2014 Responsible for ASEAN business, March 2016 May 2017 March 2020 General Manager of West Japan Sales Division In charge of sales Responsible for China business (current position) Shigeru Kajita (October 25, 1958) [New appointment] [Outside] 1 [Reason for nomination as candidate for Outside Audit & Supervisory Board Member] Mr. Kajita has extensive experience and an ample track record at Aeon Group companies. He is expected to supervise overall management and provide effective advice, so the Company proposes his appointment as Outside Audit & Supervisory Board Member. [Special interests] There are no special interests between Mr. Shigeru Kajita and the Company. – 21 – No. Name (Date of birth) Career summary, positions and significant concurrent positions Naomi Watanabe (March 31, 1975) [New appointment] April 2007 April 2007 March 2018 Joined Aeon Co., Ltd. Legal Affairs Department International Legal Affairs Manager, Legal Affairs Department September 2021 General Manager of Legal Affairs Department 2 [Reason for nomination as candidate for Audit & Supervisory Board Member] (current position) Number of shares of the Company held – Ms. Watanabe will utilize the broad-ranging legal knowledge and experience she has cultivated thus far in the Company’s audit system, so the Company proposes her appointment as Audit & Supervisory Board Member. [Special interests] There are no special interests between Ms. Naomi Watanabe and the Company. Notes: 1. The “Career summary, positions and significant concurrent positions” section for Mr. Shigeru Kajita includes positions and responsibilities over the past ten years when he was a business executive at AEON Fantasy Co., Ltd., a subsidiary of Aeon Co., Ltd., which is the parent company of the Company. The “Career summary, positions and significant concurrent positions” section for Ms. Naomi Watanabe includes positions and responsibilities over the past ten years as a business executive at Aeon Co., Ltd., which is the parent company of the Company. 2. Mr. Shigeru Kajita intends to retire from his current position and responsibilities at AEON Fantasy Co., Ltd and is a candidate for Outside Audit & Supervisory Board Member pursuant to Article 2, Paragraph 3, Item 8 of the Regulations for Enforcement of the Companies Act. 3. Aeon Co., Ltd., the parent company of the Company, has entered into a directors and officers liability insurance policy (D&O insurance) with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. The policy covers the cost of damage claims, legal expenses, and other related costs incurred by the insured parties resulting from damage claims made as a result of actions taken by them (or inaction) in their capacity as directors and officers. However, the policy sets a deductible and does not cover damages up to the deductible amount. The parties covered by the insurance are Audit & Supervisory Board Members of the Company, and insurance premiums are borne in full by the Company. If this proposal is approved, all appointed Audit & Supervisory Board Members will be included among the parties covered by the policy. The Company intends to renew the policy with the same content the next time it is up for renewal. – 22 – (Appendix) 1. Overview of the Corporate Group 1-1 Business Progress and Results Business Report for the 43rd Term (March 1, 2021 – February 28, 2022) In the fiscal year under review, amid the prolonged impact of COVID-19, economic activities showed some signs of returning to normal due to progress in the roll-out of vaccines. However, the emergence of new variants resulted in a renewed rise, and the regions covered by targeted measures to prevent the further spread of the virus were expanded. Further, the impact of sharp rises in raw material prices and the growing instability in the logistics sector have also contributed to the continued unpredictability of the future outlook. Under these circumstances, in addition to strengthening measures to respond to the new, COVID-safe normal of economic and social activities, thanks to cost-cutting efforts in areas such as labor and equipment in the domestic business, operating loss decreased from the previous fiscal year. In addition, to prepare for the next stage of growth, we concentrated management resources on Japan and Vietnam and strived to strengthen our management foundations. Due to the decision to disband and liquidate the consolidated subsidiary in China, QINGDAO MINISTOP CO., LTD., ¥825 million in extraordinary losses from business withdrawal, etc. were recorded. Due to the transfer of all of the shares held by the Company in ROBINSONS CONVENIENCE STORES, INC., an associate accounted for using the equity method in the Philippines, ¥671 million in loss on withdrawal from business were recorded. The Company has also decided to transfer all the shares it holds in consolidated subsidiary, MINISTOP Korea Co., Ltd., but because this transfer was completed in March 2022, extraordinary income from this transfer will be recorded in the next fiscal year. As a result of the above, consolidated operating results for the fiscal year under review were gross operating revenue of ¥183,680 million (up 1.9% year on year), operating loss of ¥3,137 million (operating loss of ¥5,532 million in the previous fiscal year), ordinary loss of ¥2,768 million (ordinary loss of ¥4,991 million in the previous fiscal year), and loss attributable to owners of parent of ¥3,865 million (loss attributable to owners of parent of ¥6,458 million in the previous fiscal year). Activities in each business were as follows. (1) Domestic business Net sales at all stores of MINISTOP alone compared with the previous fiscal year increased by 0.7%. Net sales per day per existing store compared with the previous fiscal year (“per day/per store sales”) for MINISTOP stores increased by 1.1%. Per-day/per-store sales of convenience store products increased by 0.9% and per-day/per-store sales of fast food products processed in store increased by 2.9%. Average per day/per store customer numbers fell by 1.8%, while per-day/per-store average customer purchase value increased by 3.0%. Due to lifestyles premised on non-contact in pandemic circumstances, customer needs pertaining to food continue to change, particularly in consumption scenarios. In response to these needs, we labeled stores where consumers would go to purchase their meals every day as “meal destination stores” and promoted initiatives to make such stores a reality. With the concept of “YamitsuKitchen – Try it once and you’ll be hooked,” to offer value above and beyond customers’ expectations of products, we undertook product reforms, with a focus on bentos, dressed breads, desserts, and in-store-processed fast food products. We advertised these products via TV commercials and promotions using the MINISTOP app that was launched in the fiscal year under review and enhanced the product offerings to encourage customers to make many repeat purchases. Regarding convenience store products, revenue from sales of bentos, which were part of the product reform, increased compared with the previous fiscal year’s results. With offerings such as the ever-popular Cha Siu Bento, the Zusshiri Kiwami range of generously portioned bentos, and the Ekiben-Fu Bento range of “train station-style” bentos that give customers a sense of travel even while staying home during the pandemic, we launched products that offered delicious flavors to satisfy customers, at reasonable prices. In addition, revenue from sales of alcoholic beverages exceeded the previous fiscal year’s results due to increased opportunities to drink at home resulting – 23 – from the impact of restrictions on alcohol service at eating and drinking establishments. Revenue from cigarette sales were also up on the previous fiscal year due to the major impact from price rises in response to the rise in the tobacco tax. Regarding in-store-processed fast food products, revenue from sales of potato fries and cooked rice products increased compared with the previous fiscal year’s results. Amid stock shortages of potato fries in the market, we secured abundant stock and strengthened our marketing with offerings such as the HasheDonburi, a bowl of hashed potato gems offering twice the regular quantity, and the triple-quantity Bucket Potato fries. In cooked rice products, in addition to side dishes cooked in store, such as fried chicken and hamukatsu (deep-fried breaded ham slices) provided in response to increased opportunities to drink at home, our offerings of handmade onigiri rice balls and bentos also performed well. By continually adding new flavors to our Guru Kuru range of drinkable desserts, which were developed to offer new value for soft-serve ice cream, we nurtured “drink desserts” as a new product category. TV commercials were released for Guru Kuru in April 2021, Caramel Macchiato Pudding Parfait in May, and Apple Mango Parfait in August, heightening the appeal of these new products. Gross profit ratio decreased by 0.7 percentage points from the previous fiscal year to 29.8%, due to increases in inventory purchase prices resulting from sharp rises in raw material prices and to the increase in the share accounted for by cigarettes. In terms of store operation, with the safety of customers and store employees as our top priority and in compliance with the Aeon COVID-19 Protocol for Infectious Disease Control, which is the Aeon Group’s common standard for protective measures against the virus, stores have implemented COVID-safe measures such as installing clear acrylic panels to prevent droplet infection at cash register counters, thorough cleaning and disinfection of stores, and thorough, correct hand-washing and sanitization by employees. In this way, we are continuing our efforts to protect the safe and secure lifestyles of local communities together with customers. We also increased the number of stores with self-service registers to 602 as of February 28, 2022, and strived to increase convenience for customers with the enhancement of non-contact services. This included the introduction of the Aeon Group’s smartphone payment service, AEON Pay, and Smart Receipt®, a paperless receipt system linked to the MINISTOP app. A delivery service, which were introduced on a trial basis in January 2022 with a focus on in-store-processed fast food, had been extended to 65 stores by February 28, 2022. We will continue to expand the products handled and offer this service at more stores. Regarding franchise agreements, in September 2021, we began operating the MINISTOP Partnership Agreement, which is a shift from the conventional royalty-based method to a business profit-sharing method. As of February 28, 2022, there were 130 MINISTOP Partnership Agreement stores. This initiative aims to respond to the social environment and economic conditions by promoting more appropriate costs and investments by the partnership stores and company headquarters as a united force and pursuing sales revenue and profit as a business community that will prosper together. Regarding selling, general and administrative expenses, personnel costs decreased as a result of reviews of opening hours and staffing systems at company-operated stores and the streamlining of head office functions. Equipment costs, such as rent and depreciation, also fell as a result of the reduction of unprofitable stores. In terms of new business, MINISTOP POCKET stores were opened as a new service at workplace micro markets, to provide greater workplace comfort by offering the convenience of the convenience store. As of February 28, 2022, the number of these stores had reached 594. Regarding store development, eight new stores were opened and 48 stores were closed during the fiscal year under review, bringing the number of stores to 1,959 as of February 28, 2022. Network Service Inc. operates 13 fixed-temperature centers and six ambient centers, running a co-operative distribution business for stores in Japan. As a result of the above, gross operating revenue in the domestic business for the fiscal year under review was ¥73,427 million (down 2.4% year on year), and operating loss was ¥1,170 million (operating loss of ¥2,995 million in the previous fiscal year). (2) Overseas business From the perspectives of optimization of Group management and more focused, efficient management resources, the Group concentrated its management resources on Japan and Vietnam. In so doing, it sought to strengthen its management foundations and prepare for its next stage of growth. The Company concluded a share transfer agreement with LOTTE Corporation on January 21, – 24 – 2022 to transfer all shares held by the Company in MINISTOP Korea Co., Ltd. All necessary procedures under Korea’s anti-monopoly regulations and fair trading laws were completed and all shares were transferred on March 29, 2022. With this share transfer, MINISTOP Korea will be excluded from the Company’s scope of consolidation from the beginning of the fiscal year ending February 28, 2023. Regarding China’s QINGDAO MINISTOP CO., LTD., the decision was made to disband and liquidate the company, and all store ceased trading in October 2021. The Company transferred all shares it held in the Philippines’ ROBINSONS CONVENIENCE STORES, INC. (associate accounted for using the equity method) in February 2022. Regarding MINISTOP VIETNAM COMPANY LIMITED, amid strict lockdown conditions imposed by the government during the COVID-19 pandemic, we strived to build up product line-ups and stable supply structures that would meet the changing needs of customers. We expanded the range of fresh food offerings, such as meat and vegetables, in response to demand for eating at home, and increased the number of stores offering delivery services. In so doing, we responded to the needs of customers that had changed due to the restrictions on movement. Although the number of customers visiting stores declined as a result of these restrictions, the number of items purchased increased, and per-day/per-store sales increased by 15.7%. Since October 2021, government policy shifted to one of living with COVID, resulting in a major relaxation of restrictions. This enabled stores to extend their opening hours and re-open their eat-in spaces, and customer numbers are improving. The number of stores as of February 28, 2022 stood at 120. As a result of the above, gross operating revenue in the overseas business for the fiscal year under review was ¥110,252 million (up 5.0% year-on-year), and operating loss was ¥1,967 million (operating loss of ¥2,537 million in the previous fiscal year). 1-2 Financing and Capital Investments Total capital investment in the fiscal year under review was ¥5,749 million. The breakdown is investment in store interior/exterior facilities associated with new store openings, renovations, and the like of ¥4,979 million and guarantee deposits associated with leases of stores and related properties of ¥770 million. The funds needed for capital investments were allocated from funds on hand, borrowings, and leases. 1-3 Trends in Assets and Profit/Loss (1) Assets and profit/loss of the corporate group (Millions of yen, unless otherwise specified) Item The 40th fiscal year ended February 28, 2019 The 41st fiscal year ended February 29, 2020 The 42nd fiscal year ended February 28, 2021 Gross operating revenue Ordinary profit (loss) Loss attributable to owners of parent Loss per share (yen) Total assets Net assets Net assets per share (yen) Number of consolidated subsidiaries 205,304 748 (916) (31.60) 114,553 53,996 1,764.87 5 193,439 (2,112) (5,702) (196.60) 116,380 40,097 1,350.15 6 180,187 (4,991) (6,458) (222.65) 107,866 32,431 1,112.66 6 The 43rd fiscal year ended February 28, 2022 (Fiscal year under review) 183,680 (2,768) (3,865) (133.27) 117,261 28,487 980.41 5 Note: Loss per share is calculated with the average number of shares outstanding during the fiscal year (number of shares less treasury stock). – 25 – (2) Assets and profit/loss of the Company Item The 40th fiscal year ended February 28, 2019 (Millions of yen, unless otherwise specified) The 43rd fiscal year ended February 28, 2022 (Fiscal year under review) The 42nd fiscal year ended February 28, 2021The 41st fiscal year ended February 29, 2020 Net sales (including franchise stores) Gross operating revenue Ordinary profit (loss) Loss Loss per share (yen) Total assets Net assets Net assets per share (yen) 333,740 73,350 1,361 (2,428) (83.75) 89,944 50,384 1,736.78 314,002 71,742 (1,393) (5,369) (185.09) 92,514 41,792 1,440.50 290,917 66,269 (3,053) (5,570) (192.03) 84,117 35,267 1,215.60 292,962 64,347 (484) (3,184) (109.78) 93,535 31,505 1,085.91 Note: Loss per share is calculated with the average number of shares outstanding during the fiscal year (number of shares less treasury stock). 1-4 Efforts Toward the Environment and Social Contributions Under its mission of ‘We realize a society full of beaming smiles with “delicious” and “convenience.”,’ the Company addresses environmental and social issues through its business activities and aims for the realization of a sustainable society. In terms of environmental activities, for the decarbonization of society and the formation of a recycling-oriented society, in September 2021, the Company set new environmental goals of “cutting CO2 and other emissions by stores by 50% from fiscal 2013 levels by 2030,” “reducing food waste generated by stores by 50% from fiscal 2015 levels by 2025,” and “halving the use of single-use plastics from fiscal 2018 levels by 2030.” We are systematically pursuing initiatives to achieve these targets. In terms of social activities, the Company sponsors a “Circle of Flowers” program that donates flower seedlings to elementary schools, funded by in-store fundraising and the donation of part of the proceeds from soft-serve ice cream sales. (The Circle of Flowers program aims to give children hands-on experience of growing flowers, so they will learn about the importance of life and want to add more flowers and greenery to their school grounds and classrooms.) In the fiscal year under review, 300 flower seedlings each were presented to 300 elementary schools around Japan. A total of 4.36 million seedlings have been presented to 16,534 schools since the program started in 1991. – 26 – (2) (3) 1-5 Efforts Toward the Promotion of Health and Productivity Management The Company has made a Health and Productivity Management declaration with the aims of incorporating employee health into management strategy, protecting the health of employees and their families, and bringing smiles to the community. Under this declaration, “Through the promotion of health and productivity management, MINISTOP will support the health of employees and their families and realize a society full of beaming smiles,” the Company makes efforts toward health and productivity management. As a challenge for the Company to enable employees to maintain physical and mental wellness, it will engage in initiatives with a focus on encouraging exercise, smoking bans, provision of further testing after medical check-ups, increasing the rate of implementation of specified health guidance, and mental health. Item Target year Target Rate of implementation of specified health guidance FY2022 100% implementation of specified health guidance Percentage of smokers FY2025 Cut percentage of smokers by 25% from FY2020 levels Percentage of highly stressed individuals FY2025 Reduce number of highly stressed individuals identified in stress checks to 10% To create a safe and secure environment for customers and employees, the Company has implemented bans on smoking during work hours and on store premises. Going forward, we will promote joint programs (collaborative health) with the Aeon Health Insurance Association and, to help employees quit smoking, provide outpatient quit-smoking support in which they receive online consultations with specialist doctors. 1-6 Issues to be Addressed (1) Promotion of further structural reforms The Company will pursue medium-term management strategies under its vision of “creating stores that are more convenient, more healthy, more exciting, that customers will want to visit every day.” In the domestic business, we will aim to grow the business by increasing profitability per MINISTOP store, which is the Company’s core business. With MINISTOP’s in-store processing know-how and product planning, we will aim to make MINISTOP stores “meal destination stores” that customers will head to purchase their meals every day, and we will strive to increase store visit frequency with a focus on differentiating products, in our efforts to increase customer numbers. In fiscal 2021, we streamlined our overseas business and developed a structure to concentrate our resources on Japan and Vietnam. To promote even further structural reforms, we will conduct in-depth reforms of the value chain and transform our earnings structure. We will also continue to pursue improvements of gross profit per person-hour and the construction of low-cost operations. Improvement of daily sales in the MINISTOP business With our aim to be meal destination stores, we will pursue product reform and sales promotion strategies in categories related to frequently purchased meal products. To adapt to the era of living with COVID-19, we will increase the speed of our responses to change in the areas of store fitting investments, sales floor improvements, and product composition. We will increase customer touchpoints, including through the expansion of delivery services, to realize increases in daily sales. Furthermore, through new relationships as a business community that prospers together, which will be forged through the MINISTOP Partnership Agreement, our new style of contract with franchise stores, we will strive to increase customer satisfaction and sales revenue and bring new life to existing stores. Improvement of profitability of Vietnam business To make everyday life more convenient for people in Vietnam, we will establish new one-stop convenience stores that pursue convenience and immediacy. We will also strengthen our ties with Aeon Vietnam and pursue the improvement of profitability by harnessing the collective strengths of the Aeon Group to carry our product purchasing and store expansion. – 27 – (4) Creation of a new MINISTOP We will aim to build a lifestyle brand by combining the conventional MINISTOP brand with digital technologies. We will conduct various trials in fiscal 2022 and prepare for a transformation into a new MINISTOP that brings all these things together in fiscal 2023 and beyond. (5) Stabilization of financial foundations To conduct flexible and stable procurement of working capital, we have overdraft agreements and committed credit line agreements with multiple financial institutions. As of February 28, 2022, the Company had secured ¥8,663 million in cash and deposits and ¥21,000 million in deposits paid to subsidiaries and associates, which are cash equivalents. In addition to these funds, the Company maintains credit availability of ¥11,600 million in overdraft agreements and committed credit line agreements. For this reason, the Company has secured ample liquidity of capital necessary for the operation of its business. (6) Promotion of sustainability-oriented management The Company formulated a new Sustainability Basic Policy in November 2021. Based on the Company’s declared mission, we will work together with our franchise stores and our many other stakeholders to identify environmental and social issues and actively work to realize a sustainable society. We will also promote health and productivity management with the aims of maintaining employees’ health and improving labor productivity. 1-7 Principal Business (as of February 28, 2022) (1) The Company, MINISTOP Korea Co., Ltd. and MINISTOP VIETNAM COMPANY LIMITED are each involved in the convenience store business through franchise chain stores and directly managed stores. VINH KHANH CONSULTANCY CORPORATION develops the convenience store business in Vietnam through investment in MINISTOP VIETNAM COMPANY LIMITED as the holding company. i. MINISTOP Korea Co., Ltd. entered into an agreement with LOTTE Corporation on January 21, 2022 for the transfer of all shares. All necessary procedures under Korea’s anti-monopoly regulations and fair trading laws were completed and all shares were transferred on March 29, 2022. With this share transfer, MINISTOP Korea will be excluded from the Company’s scope of consolidation from the beginning of the fiscal year ending February 28, 2023. ii. QINGDAO MINISTOP CO., LTD. (China) made the resolution to liquidate on September 6, 2021, and liquidation procedures are ongoing as of February 28, 2022. (2) Network Service Inc. operates 13 fixed-temperature centers and six ambient centers, running a co-operative distribution business for stores in Japan. 1-8 Parent Company and Significant Subsidiaries (as of February 28, 2022) (1) Relationship with parent company Aeon Co., Ltd., the parent company of the Company, holds 14,050 thousand shares of the Company’s stock (ownership stake of 47.8%), and the Aeon Group as a whole holds 15,592 thousand shares (53.1% stake). The Company conducts transactions with its parent company, including fund deposit and investment. Items related to transactions with the parent company and other relevant entities are as follows. (2) Items related to transactions with the parent company i. Items considered in conducting such transactions to ensure the Company’s interests are not harmed The Company receives interest income from the parent company based on surplus fund deposit and investment, and in conducting such transactions, fair and appropriate decisions are made based on a reasonable judgment that considers the necessity of the transaction and whether the terms and conditions substantially differ from those of normal transactions with third parties in order to protect minority shareholders. ii. Decisions of the Board of Directors on whether or not such transactions harm the Company’s interests and the reasons thereof The Company makes decisions at meetings of the Board of Directors attended by Outside Directors and Outside Audit & Supervisory Board Members a