Securities Code No. 3382 May 4, 2022 To Our Shareholders, 8-8, Nibancho, Chiyoda-ku, Tokyo Seven & i Holdings Co., Ltd. Ryuichi Isaka, Representative Director and President CONVOCATION NOTICE OF THE 17TH ANNUAL SHAREHOLDERS’ MEETING Notice is hereby provided of the 17th Annual Shareholders’ Meeting of Seven & i Holdings Co., Ltd. (the “Company”), which will be held as indicated below. As the COVID-19 pandemic has yet to be contained, we ask shareholders to be mindful of their own health, and those with feelings of lethargy to not feel obliged to attend and rather consider abstaining from attending the meeting. Shareholders who do not plan to attend the meeting may exercise their voting rights in writing or by electronic method (via the Internet, etc.). You are kindly requested to examine the Shareholders’ Meeting Reference Materials set out below, and exercise your voting right by 5:30 p.m. on May 25, 2022 (Wednesday) in accordance with Information about Exercising Your Voting Rights on pages 3 to 4. Best regards, Notes 1. Date: 10:00 a.m., May 26, 2022 (Thursday) 2. Place: Head office of the Company (8-8, Nibancho, Chiyoda-ku, Tokyo) Conference Room 3. Purposes of this Annual Shareholders’ Meeting Matters to be Reported: (1) Reporting on the substance of the Business Report, the substance of the Consolidated Financial Statements for the 17th fiscal year (from March 1, 2021 to February 28, 2022), and the results of audits of the Consolidated Financial Statements by the accounting auditor and the Audit & Supervisory Board. (2) Reporting on the substance of the Financial Statements for the 17th fiscal year (from March 1, 2021 to February 28, 2022). 1 End Matters to be Resolved: Item No. 1: Appropriation of retained earnings Item No. 2: Partial Amendment of the Articles of Incorporation Item No. 3: Election of fifteen (15) Directors Item No. 4: Election of three (3) Audit & Supervisory Board Members Item No. 5: Partial revision of performance-based and stock-based compensation for Directors. 4. Matters Determined for Convocation (1) Please be advised that if you redundantly exercise your voting right both in writing and by electronic method, the Company will only deem your exercise by electronic method valid. Also, please be advised that if you exercise your voting right multiple times by electronic method, the Company will only deem the substance of your final exercise to be valid. (2) If neither approval nor disapproval of each proposal is indicated on the Voting Instructions Form, the Company will deem that you indicated your approval of the proposal. (3) If you wish to make a diverse exercise of your voting rights, please notify the Company in writing or by electronic method of your intention of making a diverse exercise of your voting rights and the reasons thereof by three (3) days prior to the Annual Shareholders’ Meeting. Any changes in the Shareholders’ Meeting Reference Materials, Business Report, Financial Statements, or Consolidated Financial Statements will be posted on the Company’s website (https://www.7andi.com/ir/st.html). In order to prevent the spread of the COVID-19, attending shareholders may be asked to have their temperature taken; and those with a high temperature or those who appear to be unwell may be directed to a separate venue or forbidden from attending. In addition, we will request attending shareholders’ cooperation, including wearing masks and alcohol sanitizing. Any other measures to prevent the spread of the COVID-19 and changes thereto will be posted on the Company’s website (https://www.7andi.com/ir/stocks/general.html). When you attend the Annual Shareholders’ Meeting, please submit the enclosed Voting Instructions Form at the reception desk. In addition, please assist us in conserving resources by bringing with you this Convocation Notice. Free samples will not be provided at Annual Shareholders’ Meetings. Your understanding would be appreciated in this regard. 2 Information about Exercising Your Voting Rights You may exercise your voting rights using one of the following three methods. Exercise of voting rights by attending the Annual Shareholders’ Meeting You are kindly requested to exercise your voting rights by submitting the enclosed Voting Instructions Form to the Reception Desk at the Meeting. Date of the Annual Shareholders’ Meeting 10:00 a.m. Japan Standard Time (JST), May 26, 2022 (Thursday) Exercise of voting rights by post You are kindly requested to indicate your vote for or against the proposed actions on the enclosed Voting Instructions Form, and to return the completed Voting Instructions Form to the Company. You do not need to affix a stamp. Deadline for exercise of voting rights by post The Company must receive the completed Voting Instructions Form by 5:30 p.m. JST, May 25, 2022 (Wednesday). Exercise of voting rights via the Internet Follow the instructions on page 4 and input your vote for or against the proposed actions. Deadline for exercise of voting rights via the Internet The Company must receive your voting instructions by 5:30 p.m. JST, May 25, 2022 (Wednesday). Handling of votes (1) If you redundantly exercise your voting right both by the Voting Instructions Form (post) and via the Internet, the Company will only deem your exercise via the Internet valid. Also, if you exercise your voting right multiple times via the Internet, the Company will only deem the substance of your final exercise to be valid. (2) If neither approval nor disapproval of each proposal is indicated on the Voting Instructions Form (post), the Company will deem that you indicated your approval of the proposal. (3) If you wish to make a diverse exercise of your voting rights, please notify the Company in writing or by electronic method of your intention of making a diverse exercise of your voting rights and the reasons thereof by three (3) days prior to the Annual Shareholders’ Meeting. 3 Information about Exercising Your Voting Rights via the Internet Scanning QR code® You can simply login to the Voting Website for exercising voting rights without entering your login ID and temporary password printed on the Voting Instructions Form. 1. Please scan the QR code® located on the right side of the Voting Instructions Form. * “QR code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Indicate your approval or disapproval by following the instructions on the screen. Note that you can login to the website only once by using QR code®. If you wish to redo your vote or exercise your voting rights without using QR code®, please refer to the “Entering login ID and temporary password” on the right. Entering login ID and temporary password Voting Website: https://evote.tr.mufg.jp/ 1. Please access the Voting Website. 2. Enter your “login ID” and “temporary password” printed on the Voting Instructions Form. 3. Please register a new password. 4. Indicate your approval or disapproval by following the instructions on the screen. Please confirm the following items if you exercise your voting rights via the Internet. (1) Please note that service is not available between 2:00 a.m. and 5:00 a.m. (JST) each day. (2) Costs (Internet connection charges, packet transmission fees, etc.) incurred in accessing the Voting Website (https://evote.tr.mufg.jp/) will be the responsibility of the shareholder. (3) Depending on certain factors in the shareholder’s Internet usage environment, it might not be possible to exercise voting rights. These factors include the use of a firewall, etc., in the Internet connection, the use of anti-virus software, and the use of a proxy server. In case you need instructions for how to operate your personal computer/smartphone in order to exercise your voting rights via the Internet, please contact: Mitsubishi UFJ Trust and Banking Corporation Corporate Agency Department Help Desk Tel: 0120-173-027 (Toll free only from Japan / Hours: 9:00 a.m. to 9:00 p.m. JST) Platform for Electronic Exercise of Voting Rights Nominee shareholders such as trust and custody services banks (including standing proxies) who have made prior application to use the platform for the electronic exercise of voting rights that is operated by ICJ Inc. may use this platform. 4 Shareholders’ Meeting Reference Materials Item No. 1: Appropriation of retained earnings It is proposed that retained earnings will be appropriated as described below: The Company considers it fundamental to increase dividends per share in a stable and continuous manner. In addition, the Company will seek to make its capital policy more flexible, taking into account free cash flow, stock price, and other factors. Matters concerning year-end dividends It is proposed that the year-end dividends for the 17th fiscal year be paid as follows in consideration of the performance for the 17th fiscal year and the future business development, etc. (1) Type of dividend property It is proposed that the dividend property will be paid in monetary terms. (2) Matters concerning the allocation of dividend property and the aggregate amount thereof It is proposed that the amount of allocation will be ¥52 per share of the Company’s common stock. In such a case, the aggregate amount of dividends shall be ¥45,999,647,616. Therefore, the annual dividends for the 17th fiscal year, including interim dividends of ¥48, shall be ¥100 per share. (3) Date on which the dividends from retained earnings become effective It is proposed that the dividends from retained earnings become effective on May 27, 2022. 5 Item No. 2: Partial Amendment of the Articles of Incorporation 1. Reason for amendment Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the Shareholders’ Meeting in electronic format. (1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of shareholders’ meeting reference materials, etc. in electronic format. (2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (3) Since the provisions for Internet Disclosure and Deemed Provision of Shareholders’ Meeting Reference Materials, Etc. (Article 16 of the current Articles of Incorporation) will no longer be required, they will be deleted. (4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established. 2. Details of amendments The proposed amendments are as follows: Current provisions of the Articles of Incorporation Article 16 (Internet Disclosure and Deemed Provision of Shareholders’ Meeting Reference Materials, Etc.) When the Company convenes a shareholders’ meeting, if it discloses information that is to be stated or presented in the shareholders’ meeting reference materials, business report, financial statements, consolidated financial statements, accounting audit report and audit report through the Internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) (Underlined portions indicate amendments.) Proposed amendments (Deleted) Article 16 (Measures, etc. for Providing Information in Electronic Format) 1. When the Company convenes a shareholders’ meeting, it shall take measures for providing information that constitutes the content of shareholders’ meeting reference materials, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. 6 Current provisions of the Articles of Incorporation (Newly established) Proposed amendments (Supplementary Provisions) 1. The amendment of Article 16 of the Articles of Incorporation shall be effective from September 1, 2022, the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provisions of the preceding paragraph, Article 16 (Internet Disclosure and Deemed Provision of Shareholders’ Meeting Reference Materials, Etc.) of the Articles of Incorporation shall remain effective regarding any shareholders’ meeting held on a date within six months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the shareholders’ meeting in the preceding paragraph, whichever is later. 7 Item No. 3: Election of fifteen (15) Directors The terms of office of all thirteen (13) current Directors expire upon the conclusion of this Annual Shareholders’ Meeting. The Company will increase the number of Directors by two (2) in order to make important decisions that support agile and decisive risk taking by diverse members and to appropriately fulfill the roles and responsibilities of the Board of Directors by carrying out a high level of supervision regarding effectiveness. Shareholders are therefore requested to elect fifteen (15) Directors. This proposal was approved at the Board of Directors meeting after its details were supported, after deliberation based on the “Guidelines for Directors and Audit & Supervisory Board Members” of the Company, by the “Nomination Committee,” an advisory committee to the Board of Directors chaired by an Independent Outside Director and the majority of whose members is comprised of Independent Outside Directors. Reference: Guidelines for Directors and Audit & Supervisory Board Members https://www.7andi.com/library/ir/management/governance/jp/pdf/guidelines202112.pdf The candidates for Directors are as follows: Candidate No. Name Attendance at Board of Directors meetings Ryuichi Isaka 16/16 Reappointment Katsuhiro Goto 16/16 Reappointment Current position in the Company Representative Director and President Executive Officer and President Representative Director and Vice President Executive Officer and Vice President Director and Managing Executive Officer Director and Managing Executive Officer Junro Ito Yoshimichi Maruyama Fumihiko Nagamatsu Director Joseph Michael DePinto Director Kunio Ito Outside Director Reappointment Outside Independent Toshiro Yonemura Outside Director Reappointment Outside Independent Tetsuro Higashi Outside Director Reappointment Outside Independent Reappointment Reappointment Reappointment Reappointment New appointment New appointment New appointment New appointment New appointment New appointment Outside Independent Outside Independent Outside Independent Outside Independent Outside Independent Outside Independent 16/16 16/16 16/16 16/16 16/16 16/16 15/16 Yoshiyuki Izawa Meyumi Yamada Jenifer Simms Rogers Paul Yonamine Stephen Hayes Dacus Elizabeth Miin Meyerdirk 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 (Notes) 1. Attendance at meetings of the Board of Directors held in the 17th fiscal year is presented as attendance at Board of 2. Directors meetings. If all of the above candidates for Director are approved, the ratio of foreign national Directors will be 33.3% (5/15) and the ratio of female Directors will be 20.0% (3/15). *Rounded to one decimal place 8 3. Major management and industry experience, management skills, knowledge, etc. of Directors and Audit & Supervisory Board Members after this Annual Shareholders’ Meeting, assuming that Items No. 3 and No. 4 will be approved as originally proposed, are as shown on page 31. 9 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Ryuichi Isaka (October 4, 1957) * 15,412 shares Reappointment Term of office: 13 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Nomination Committee: 7/7 (100%) 1 Brief personal history, position, area of responsibility, and important concurrent positions Joined Seven-Eleven Japan Co., Ltd. Mar. 1980: May 2002: Director of Seven-Eleven Japan Co., Ltd. May 2003: May 2006: Managing Executive Officer of Seven-Eleven Japan Co., Executive Officer of Seven-Eleven Japan Co., Ltd. May 2009: Ltd. Representative Director and President of Seven-Eleven Japan Co., Ltd. Chief Operating Officer (COO) of Seven-Eleven Japan Co., Ltd. Director of the Company Apr. 2016: Member of the Nomination and Compensation May 2016: Committee of the Company Representative Director and President of the Company (incumbent) Executive Officer and President of the Company (incumbent) May 2020: Member of the Nomination Committee of the Company (incumbent) (Important Concurrent Positions) Director of 7-Eleven, Inc. [Reasons, etc. for Nomination as Candidate for Director] He has overseas business experience and a broad range of knowledge of the retail industry cultivated as a president of a Group company and a director of the Company as well as a broad range of knowledge and experience in company management including the franchise business, marketing, and management administration, as well as sustainability (addressing environmental and social issues and so forth). Because we would like him to utilize this knowledge and experience to realize our management plans, and to maximize the Group’s corporate value through the generation of new business and through activation of our existing business by means of using the collective capabilities of the retail group, which has various business categories, we would like to request his election as a Director. 10 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Katsuhiro Goto (December 20, 1953) * 15,040 shares Reappointment Term of office: 16 years and 8 months Attendance at meetings Board of Directors: 16/16 (100%) Nomination Committee: 7/7 (100%) 2 Brief personal history, position, area of responsibility, and important concurrent positions Joined Seven-Eleven Japan Co., Ltd. Executive Officer of Ito-Yokado Co., Ltd. July 1989: May 2002: Director of Ito-Yokado Co., Ltd. May 2003: May 2004: Managing Director of Ito-Yokado Co., Ltd. Sept. 2005: Director of the Company Mar. 2006: Managing Director of Ito-Yokado Co., Ltd. (newly Managing Executive Officer of Ito-Yokado Co., Ltd. Chief Administrative Officer (CAO) of the Company incorporated company) Managing Executive Officer of Ito-Yokado Co., Ltd. May 2006: Director of Ito-Yokado Co., Ltd. Aug. 2009: Director of Sogo & Seibu Co., Ltd. Apr. 2011: Managing Executive Officer of the Company Director of Millennium Retailing, Inc. Senior Officer of the System Planning Department of the Company Nov. 2014: Head of the Information Management & Security Office of the Company Apr. 2016: Member of the Nomination and Compensation May 2016: Committee of the Company Representative Director and Vice President of the Company (incumbent) Executive Officer and Vice President of the Company (incumbent) In charge of Administrative Divisions and Omni-Channel of the Company June 2017: Director of Seven Bank, Ltd. (incumbent) Mar. 2018: General Manager of the Corporate Digital Strategy & Planning Division of the Company May 2020: Member of the Nomination Committee of the Company (incumbent) Mar. 2022: Director of Seven-Eleven Japan Co., Ltd. (incumbent) (Important Concurrent Positions) Director of Seven-Eleven Japan Co., Ltd. Director of Seven Bank, Ltd. [Reasons, etc. for Nomination as Candidate for Director] He has a broad range of knowledge of the retailing and financial industries cultivated as a director of the Company and its Group companies including a finance related subsidiary as well as a broad range of knowledge and experience in areas including advertising and branding, management administration, risk management, and so forth. Because we would like him to utilize this knowledge and experience to realize our management plans, and to advance Group function (strengthening the provision of high value added services and the function of administrative divisions), we would like to request his election as a Director. 11 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Junro Ito (June 14, 1958) * 3,173,003 shares Reappointment Term of office: 13 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Compensation Committee: 3/3 (100%) 3 Brief personal history, position, area of responsibility, and important concurrent positions Joined Seven-Eleven Japan Co., Ltd. Aug. 1990: May 2002: Director of Seven-Eleven Japan Co., Ltd. May 2003: Jan. 2007: Managing Executive Officer of Seven-Eleven Japan Co., Executive Officer of Seven-Eleven Japan Co., Ltd. Ltd. May 2009: Director of the Company (incumbent) Executive Officer of the Company Senior Officer of the Corporate Development Department of the Company Senior Officer of the CSR Management Department of the Company Apr. 2011: May 2015: Audit & Supervisory Board Member of York-Benimaru May 2016: July 2016: Co., Ltd. In charge of Group Corporate Support of the Company Senior Officer of the Corporate Support Department of the Company Dec. 2016: Managing Executive Officer of the Company (incumbent) Head of the Corporate Development Office of the Company Mar. 2017: Director of Ito-Yokado Co., Ltd. Mar. 2018: General Manager of the Corporate Development Division of the Company (incumbent) Outside Director of AIN HOLDINGS INC. (incumbent) July 2019: May 2020: Member of the Compensation Committee of the Sept. 2021: Representative Director of Ito-Kogyo Co., Ltd. Company (incumbent) (incumbent) (Important Concurrent Positions) Outside Director of AIN HOLDINGS INC. Representative Director of Ito-Kogyo Co., Ltd. [Reasons, etc. for Nomination as Candidate for Director] He has overseas business experience and a broad range of knowledge of the retail industry cultivated as a director of the Company and its Group companies as well as a broad range of knowledge and experience in ESG (Environment, Social, Governance), risk management, accounting and finance, social marketing, and so forth. Because we would like him to utilize this knowledge and experience to realize our management plans, to enhance its corporate value including non-financial aspects, and to smoothly execute group management, we would like to request his election as a Director. 12 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Yoshimichi Maruyama (November 2, 1959) * 1,800 shares Reappointment Term of office: 2 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) 4 Brief personal history, position, area of responsibility, and important concurrent positions Apr. 1982: July 2008: May 2012: Nov. 2014: July 2016: Dec. 2016: May 2017: Oct. 2017: Mar. 2018: Joined The Long-Term Credit Bank of Japan, Limited Joined the Company Senior Officer of the Risk Management Department of the Company Senior Officer of the Information Management & Security Office of the Company Senior Officer of the Corporate Planning Department of the Company Senior Officer of the Corporate Development Department of the Company Executive Officer of the Company Senior Officer of the Finance Planning Department of the Company Representative Director and President of SEVEN & i Financial Center Co., Ltd. (incumbent) Representative Director and President of Seven & i Asset Management Co., Ltd. General Manager of the Corporate Finance & Accounting Division of the Company (incumbent) Director of the Company (incumbent) May 2020: Mar. 2022: Managing Executive Officer of the Company (incumbent) (Important Concurrent Positions) Representative Director and President of SEVEN & i Financial Center Co., Ltd. Director of 7-Eleven, Inc. [Reasons, etc. for Nomination as Candidate for Director] He has business experience in a financial institution and a broad range of knowledge relating to the Group’s overall operations cultivated as a senior officer in the risk management division of the Company and the finance division of the Company as well as a broad range of knowledge and experience relating to risk management, finance and accounting, and so forth. Because we would like him to utilize this knowledge and experience to realize our management plans, to stabilize the Group’s financial base, and to strengthen financial discipline, we would like to request his election as a Director. 13 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Fumihiko Nagamatsu (January 3, 1957) * 14,500 shares Reappointment Term of office: 4 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) 5 Brief personal history, position, area of responsibility, and important concurrent positions Mar. 1980: May 2004: Mar. 2014: Mar. 2015: May 2017: Joined Seven-Eleven Japan Co., Ltd. Executive Officer of Seven-Eleven Japan Co., Ltd. Representative Director and Vice President of Nissen Holdings Co., Ltd. Executive Officer of the Company Senior Officer of the Personnel Planning Department of the Company Executive Officer of Seven-Eleven Japan Co., Ltd. Dec. 2017: Mar. 2018: General Manager of the Corporate Personnel Planning Division of the Company Director of Seven-Eleven Japan Co., Ltd. Director of Seven & i Food Systems Co., Ltd. May 2018: Director of the Company (incumbent) Mar. 2019: Director and Vice President of Seven-Eleven Japan Co., Apr. 2019: Ltd. Representative Director and President of Seven-Eleven Japan Co., Ltd. (incumbent) (Important Concurrent Positions) Representative Director and President of Seven-Eleven Japan Co., Ltd. Director of 7-Eleven, Inc. [Reasons, etc. for Nomination as Candidate for Director] He has a broad range of knowledge of the retail industry cultivated as a president of a Group company and a director of the Company as well as a broad range of knowledge and experience relating to company management including the franchise business, management administration, personnel management, etc. Because we would like him to utilize this knowledge and experience to realize our management plans, to advance Group functions, and to pursue Group synergies, we would like to request his election as a Director. 14 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Joseph Michael DePinto (November 3, 1962) * 6,000 shares Reappointment Term of office: 7 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) 6 Brief personal history, position, area of responsibility, and important concurrent positions Sept. 1995: June 1999: Mar. 2002: Apr. 2003: Joined Thornton Oil Corporation Senior Vice President and Chief Operating Officer (COO) of Thornton Oil Corporation Joined 7-Eleven, Inc. Manager of 7-Eleven, Inc. Vice President and General Manager of Operations of 7-Eleven, Inc. Dec. 2005: Director and President and Chief Executive Officer (CEO) of 7-Eleven, Inc. (incumbent) Aug. 2010: Director of Brinker International, Inc. (Non-Executive) Nov. 2013: Chairman of the Board of Brinker International, Inc. (Non-Executive) (incumbent) May 2015: Director of the Company (incumbent) Mar. 2021: Director of DHC Acquisition Corp. (Non-Executive) (incumbent) (Important Concurrent Positions) Director and President and Chief Executive Officer (CEO) of 7-Eleven, Inc. Chairman of the Board of Brinker International, Inc. (Non-Executive) Director of DHC Acquisition Corp. (Non-Executive) [Reasons, etc. for Nomination as Candidate for Director] He has a broad range of knowledge of the international retail business cultivated as a president of our American Group company and as a director of the Company as well as a broad range of knowledge and experience relating to company management, the franchise business, management administration, marketing and so forth. Because we would like him to utilize this knowledge and experience to realize our management plans, to provide advice to the Company’s Board of Directors from an international perspective, and to promote our global management, we would like to request his election as a Director. 15 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Kunio Ito (December 13, 1951) * 0 shares Reappointment Outside Director Independent Director Term of office: 8 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Nomination Committee: 7/7 (100%) Compensation Committee: 3/3 (100%) 7 Brief personal history, position, area of responsibility, and important concurrent positions Apr. 1992: Professor, Faculty of Commerce and Management, Hitotsubashi University Aug. 2002: Dean, Graduate School of Commerce and Management, Faculty of Commerce and Management, Hitotsubashi University Associate Chancellor & Director, Hitotsubashi University Feb. 2004: June 2005: Outside Director of Akebono Brake Industry Co., Ltd. Dec. 2006: Professor, Graduate School of Commerce and Management, Hitotsubashi University Apr. 2008: MBA Course Director, Graduate School of Commerce and Management, Hitotsubashi University Senior Executive Program Director, Graduate School of Commerce and Management, Hitotsubashi University June 2012: Outside Director of Sumitomo Chemical Company, Limited June 2013: Outside Director of KOBAYASHI Apr. 2015: PHARMACEUTICAL CO., LTD. (incumbent) May 2014: Outside Director of the Company (incumbent) June 2014: Outside Director of Toray Industries, Inc. (incumbent) Chief Financial Officer (CFO) and Head of Education Jan. 2015: Research Center of Hitotsubashi University (incumbent) Adjunct Professor, Graduate School of Commerce and Management, Hitotsubashi University Specially Appointed Professor, Chuo Graduate School of Strategic Management, Chuo University Chair of the Nomination and Compensation Committee of the Company Adjunct Professor, Graduate School of Business Administration, Hitotsubashi University Chair of the Nomination Committee of the Company (incumbent) Chair of the Compensation Committee of the Company (incumbent) Mar. 2016: May 2020: Apr. 2018: (Important Concurrent Positions) Chief Financial Officer (CFO) and Head of Education Research Center of Hitotsubashi University Outside Director of KOBAYASHI PHARMACEUTICAL CO., LTD. Outside Director of Toray Industries, Inc. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has a broad range of high level knowledge and experience regarding finance and accounting, economics including marketing and branding, ESG (Environment, Society, Governance), risk management, etc. cultivated through his long term work experience as a university professor and his abundant experience as an outside executive of other companies. Because we would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 16 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Toshiro Yonemura (April 26, 1951) * 0 shares Reappointment Outside Director Independent Director Term of office: 8 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Nomination Committee: 7/7 (100%) Brief personal history, position, area of responsibility, and important concurrent positions Apr. 1974: Aug. 2005: Vice Superintendent General, Tokyo Metropolitan Police Joined the National Police Agency Aug. 2008: Department Superintendent General, Tokyo Metropolitan Police Department June 2011: Outside Audit & Supervisory Board Member, Jowa Holdings Company, Limited Dec. 2011: Deputy Chief Cabinet Secretary for Crisis Management Feb. 2014: Special Advisor to the Cabinet May 2014: Outside Director of the Company (incumbent) June 2014: Outside Director, Jowa Holdings Company, Limited (currently UNIZO Holdings Company, Limited) Mar. 2016: Member of the Nomination and Compensation Committee of the Company Dec. 2021: Outside Director of Kansaidengyosha Co., Ltd. (incumbent) (incumbent) (Important Concurrent Positions) Outside Director of Kansaidengyosha Co., Ltd. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has served such important positions as Superintendent General of the Tokyo Metropolitan Police Department and Deputy Chief Cabinet Secretary for Crisis Management, has served positions such as Chief Security Officer (CSO) of the Tokyo Organising Committee of the Olympic and Paralympic Games, and has a broad range of high level knowledge and experience regarding organizational management, risk management, etc. Because we would like him to utilize this knowledge and experience to realize our management plans and to further improve risk management and the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 8 May 2020: Member of the Nomination Committee of the Company 17 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Tetsuro Higashi (August 28, 1949) * 0 shares Reappointment Outside Director Independent Director Term of office: 4 years and 0 months Attendance at meetings Board of Directors: 15/16 (93.75%) Compensation Committee: 3/3 (100%) 9 Brief personal history, position, area of responsibility, and important concurrent positions Joined Tokyo Electron Limited Corporate Director of Tokyo Electron Limited Apr. 1977: Dec. 1990: Apr. 1994: Managing Corporate Director of Tokyo Electron Limited June 1996: June 2003: Apr. 2013: June 2015: Jan. 2016: Representative Director, President of Tokyo Electron Limited Representative Director, Chairman of the Board of Tokyo Electron Limited Representative Director, Chairman and President of Tokyo Electron Limited Representative Director, President of Tokyo Electron Limited Corporate Director, Corporate Advisor of Tokyo Electron Limited May 2018: Outside Director of the Company (incumbent) June 2019: Outside Director of Ube Industries, Ltd. (currently UBE Corporation) (incumbent) External Director of Nomura Real Estate Holdings, Inc. (incumbent) May 2020: Member of the Compensation Committee of the Company (incumbent) (Important Concurrent Positions) Outside Director of UBE Corporation External Director of Nomura Real Estate Holdings, Inc. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has business experience overseas, has served such important positions as Representative Director, Chairman and President, etc. of Tokyo Electron Limited, and has a broad range of high level knowledge and experience regarding international corporate management, management administration, finance, accounting, etc. Because we would like him to utilize this knowledge and experience to realize our management and to further improve the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 18 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Yoshiyuki Izawa (February 10, 1948) * 0 shares New appointment Outside Director Independent Director 10 Brief personal history, position, area of responsibility, and important concurrent positions Joined MITSUI & CO., LTD. Apr. 1970: June 2000: Director of MITSUI & CO., LTD. Apr. 2004: Apr. 2007: Executive Managing Officer of MITSUI & CO., LTD. Senior Executive Managing Officer of MITSUI & CO., LTD. Representative Director, Senior Executive Managing Officer of MITSUI & CO., LTD. Representative Director, Executive Vice President of MITSUI & CO., LTD. (Retired in November 2009) President and Representative Executive Officer of JAPAN POST BANK Co., Ltd. June 2007: Apr. 2008: Dec. 2009: June 2010: Director and Representative Executive Officer, Executive Vice President of JAPAN POST HOLDINGS Co., Ltd. June 2013: Director of JAPAN POST HOLDINGS Co., Ltd. May 2015: Chairman & CEO, Representative Director of BlackRock Japan Co., Ltd. Director and Chairman of BlackRock Japan Co., Ltd. (Retired in March 2022) Apr. 2021: (Important Concurrent Positions) Not applicable. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has abundant overseas experience and a broad range of high level knowledge in international corporate management, business administration, finance and capital markets, as well as his experience as an investor, having served as a Representative Director of a trading company and a financial institution, and has served such important positions as Chairman & CEO, Representative Director of BlackRock Japan Co., Ltd. Because we would like him to utilize this knowledge and experience to realize our sustainable growth and to further improve the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 19 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Meyumi Yamada (August 30, 1972) * 0 shares New appointment Outside Director Independent Director 11 Brief personal history, position, area of responsibility, and important concurrent positions Apr. 1995: May 1997: Joined KOEI KOGYO Co., Ltd. Joined Kiss Me Cosmetics Co., Ltd. (currently ISEHAN Co., Ltd.) Representative Director of istyle LLC Representative Director of istyle Inc. July 1999: Apr. 2000: Dec. 2009: Director of istyle Inc. (incumbent) May 2012: Representative Director and President of Cyberstar Co., Ltd. Sept. 2015: Director of MEDIA GLOBE CO., LTD. (incumbent) Mar. 2016: Sept. 2016: Director of Eat Smart, Inc. June 2017: Outside Director of JAPAN POST INSURANCE Co., Representative Director and President of ISPartners Inc. Ltd. (incumbent) Outside Director of SEINO HOLDINGS CO., LTD. (incumbent) Nov. 2019: Director of ISPartners Inc. (incumbent) June 2021: Outside Director of Sompo Holdings, Inc. (incumbent) (Important Concurrent Positions) Director of istyle Inc. Outside Director of JAPAN POST INSURANCE Co., Ltd. Outside Director of SEINO HOLDINGS CO., LTD. Outside Director of Sompo Holdings, Inc. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] She has a broad range of high level knowledge and experience in EC (e-commerce), DX (digital transformation), organizational management, marketing, sustainability, among others, which she has cultivated through the operation of “@cosme,” one of Japan’s largest cosmetics and beauty portal sites, and through starting up a women’s skill development and job hunting support business. Because we would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request her election as an Outside Director. 20 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Jenifer Simms Rogers (June 22, 1963) * 0 shares New appointment Outside Director Independent Director 12 Brief personal history, position, area of responsibility, and important concurrent positions Sept. 1989: Dec. 1990: Feb. 1991: Joined Haight Gardner Poor & Havens (currently Holland & Knight LLP) Registered as Attorney at Law (the State of New York) Joined Industrial Bank of Japan Limited (currently Mizuho Bank, Ltd.) Joined Merrill Lynch Japan Securities Co., Ltd. Dec. 1994: Nov. 2000: Merrill Lynch Europe Plc July 2006: Merrill Lynch (Asia Pacific) Limited (currently Bank of America Corporation) (Hong Kong) Nov. 2012: Vice President & General Counsel Asia of Asurion LLC (incumbent) June 2015: External Director of Mitsui & Co., Ltd. (incumbent) June 2018: Outside Director of Kawasaki Heavy Industries, Ltd. (incumbent) June 2019: Outside Director of Nissan Motor Co., Ltd. (incumbent) Jan. 2021: President of American Chamber of Commerce in Japan (Important Concurrent Positions) Vice President & General Counsel Asia of Asurion LLC External Director of Mitsui & Co., Ltd. Outside Director of Kawasaki Heavy Industries, Ltd. Outside Director of Nissan Motor Co., Ltd. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] She has experience working for international financial institutions as an In-House Counsel, as well as extensive experience as President of the American Chamber of Commerce in Japan and as an Outside Director at other companies, and through said experience she has cultivated a high level of insight into global legal and risk management, finance and accounting, and sustainability, etc. Because we would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request her election as an Outside Director. 21 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Paul Yonamine (August 20, 1957) * 0 shares New appointment Outside Director Independent Director 13 Brief personal history, position, area of responsibility, and important concurrent positions June 1979: Joined Peat, Marwick, Mitchell & Co. (currently KPMG LLP) Registered as U.S. Certified Public Accountant May 1983: Apr. 1995: Managing Partner of KPMG LLP Hawaii Mar. 1997: Representative Partner of KPMG Global Solutions LLC (currently PwC Advisory LLC) Aug. 2001: Representative Partner and Chairman of KPMG Global Solutions LLC President and CEO of Hitachi Consulting Co., Ltd. Vice President of IBM Japan, Ltd. President of IBM Japan Apr. 2006: May 2010: VP & CFO of IBM Japan, Ltd. Apr. 2013: Jan. 2015: Mar. 2017: Director of GCA Corporation June 2017: Director of Central Pacific Bank July 2017: Oct. 2018: Director and Chairman of GCA Corporation Chairman & CEO of Central Pacific Financial Corp. (incumbent) Executive Chairman of Central Pacific Bank (incumbent) June 2019: Outside Director of Sumitomo Mitsui Banking Corporation (incumbent) Dec. 2020: Outside Director of circlace Inc. (incumbent) (Important Concurrent Positions) Chairman & CEO of Central Pacific Financial Corp. Executive Chairman of Central Pacific Bank Outside Director of Sumitomo Mitsui Banking Corporation Outside Director of circlace Inc. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has a broad range of high level knowledge and experience in DX (digital transformation), organizational management, and finance and accounting, etc. cultivated through his extensive management experience at consulting firms, as President of IBM Japan, Ltd. and as CEO of overseas financial institutions, among others. Because we would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 22 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Stephen Hayes Dacus (November 7, 1960) * 0 shares New appointment Outside Director Independent Director 14 Brief personal history, position, area of responsibility, and important concurrent positions Sept. 1983: Sept. 1985: Mar. 1994: June 2001: Sept. 2005: July 2007: Apr. 2010: June 2011: Oct. 2015: July 2016: Joined Northrop Corporation (currently Northrop Grumman Corporation) Joined Coopers & Lybrand L.L.P. (currently Pricewaterhouse Coopers) Joined Mars, Incorporated CEO of MasterFoods Ltd. Senior Vice President of FAST RETAILING CO., LTD. Senior Vice President of Walmart Stores, Inc. Executive Vice President of Walmart Japan Holdings G.K. (currently Seiyu Holdings Co., Ltd.) CEO of Walmart Japan Holdings G.K. Outside Director of Sushiro Global Holdings Co.,Ltd. (currently FOOD & LIFE COMPANIES LTD.) Chairman and Representative Director of Sushiro Global Holdings Co.,Ltd. May 2019: Non-executive Director of Hana Group SAS June 2019: July 2020: CEO of Hana Group SAS Chairman of the Supervisory Board of Hana Group SAS (incumbent) Chairman of Daiso California L.L.C. (incumbent) Nov. 2021: (Important Concurrent Positions) Chairman of the Supervisory Board of Hana Group SAS Chairman of Daiso California L.L.C. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] He has served as a corporate executive officer in the retail industry and other industries both in the U.S. and Japan, and has a broad range of high level knowledge and experience in corporate management, marketing, finance and accounting, etc. cultivated through abundant global business experience. Because we would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request his election as an Outside Director. 23 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Elizabeth Miin Meyerdirk (December 1, 1981) * 0 shares New appointment Outside Director Independent Director 15 Brief personal history, position, area of responsibility, and important concurrent positions Joined Morgan Stanley Joined TCMI, Inc. Senior Director of MedeAnalytics, Inc. Associate Vice President of MedeAnalytics, Inc. Senior Director of Practice Fusion, Inc. Vice President of Practice Fusion, Inc. June 2003: Aug. 2005: Feb. 2009: July 2009: Feb 2011: Jan. 2012: Mar. 2012: Vice President of viagogo Entertainment, Inc. June 2015: Uber Technologies, Inc. Head of Strategy & Business Development, a division of Uber Eats, Uber Technologies, Inc. June 2018: Uber Technologies, Inc. Senior Director & Head of Strategy & Business Development of Uber Eats, a division of Uber Technologies, Inc. Sept. 2019: Uber Technologies, Inc. Head of Uber Eats Ads Marketplace, a division of Uber Eats, Uber Technologies, Inc. Chairwoman & CEO of Hey Favor, Inc. (incumbent) Dec. 2020: (Important Concurrent Positions) Chairwoman & CEO of Hey Favor, Inc. [Reasons for Nomination as Candidate for Outside Director and outline of expected roles, etc.] She has a broad range of high level knowledge and experience in DX (digital transformation), marketing, finance and accounting, and other fields, cultivated through her experience as a founding member of Uber Eats, a division of Uber Technologies, Inc. in the United States and her management of e-commerce companies and other positions, in the United States. Because we would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors, we would like to request her election as an Outside Director. (Notes) 1. The Company established the “Nomination Committee,” chaired by an Independent Outside Director and the majority of which is comprised of Independent Outside Directors, as an advisory committee to the Board of Directors. The Committee has been utilizing the more diverse range of knowledge and advice of Outside Directors and Outside Audit & Supervisory Board Members to ensure further objectivity and transparency in procedures for deciding the nomination of Representative Directors, Directors, Audit & Supervisory Board Members, and Executive Officers (hereinafter collectively, “officers, etc.”) and further substantiating corporate governance functions. One internal Audit & Supervisory Board Member and one Outside Audit & Supervisory Board Member act as observers at the “Nomination Committee” since its deliberations include nomination of Audit & Supervisory Board Members, whose duty is to audit the performance of duties by the Directors, and since it is important to ensure due process at the committee as an advisory committee to the Board of Directors. “New appointment” indicates new candidates for Director, and “Reappointment” indicates reappointed candidates for Director. “Outside Director” indicates candidates for Outside Director, and “Independent Director” indicates those candidates for Director who are independent officers as stipulated by the Tokyo Stock Exchange. 2. 3. 4. There is no special relationship of interest between each of the above candidates and the Company. 5. Messrs. Kunio Ito, Toshiro Yonemura, Tetsuro Higashi, Yoshiyuki Izawa, Mses. Meyumi Yamada, Jenifer Simms Rogers, Messrs. Paul Yonamine, Stephen Hayes Dacus, and Ms. Elizabeth Miin Meyerdirk satisfy the requirements for nomination for the office of Outside Director. In addition, Messrs. Kunio Ito, Toshiro Yonemura, Tetsuro Higashi, Yoshiyuki Izawa, Mses. Meyumi Yamada, Jenifer Simms Rogers, Messrs. Paul Yonamine, Stephen Hayes Dacus, and Ms. Elizabeth Miin Meyerdirk are neither a spouse nor relative within the third degree of relationship, etc., of the business administrators or officer of the Company or the specified relation business associates of the Company. 6. During her tenure at JAPAN POST INSURANCE Co., Ltd., where Ms. Meyumi Yamada has served as an Outside Director since June 2017, a case has come to light concerning policy transfers, etc. that may have caused disadvantage to customers by not complying with their wishes. Although the company received an administrative action from the Financial Services Agency on December 27, 2019, based on the Insurance Business Act and other relevant laws, Ms. Yamada has been fulfilling her responsibilities by making proposals from the perspective of legal compliance and customer compliance management, and by making proposals for customer protection and prevention of recurrence after the incident was discovered. Subsequently, the company’s Board of Directors 24 receives regular reports on the progress of the business improvement plan and appropriately monitors the content and progress of various initiatives. 7. The Company has concluded an agreement with each of the Outside Directors as per Article 427, Paragraph 1 of the Companies Act, limiting their liability for compensation for damage under Article 423, Paragraph 1 of the Companies Act. These agreements limit the amount of their liability for compensation for damage to the minimum legally stipulated amounts. If the new appointments/reappointments of the candidates for Outside Director are approved, the Company intends to conclude or continue its liability limitation agreement with each of them. 8. The Company has entered into a directors’ and officers’ liability insurance contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company; the contract is scheduled to be renewed in September 2022. Each of the candidates above who are incumbent Directors is currently insured under the contract, and if the new appointment/reappointment of the above candidates for Director is approved, they will be insured under the contract. The brief overview of the said insurance contract is as follows: (1) Scope of the insured individuals Directors, Audit & Supervisory Board Members, and Executive Officers of the Company and its subsidiaries (excluding certain subsidiaries) (2) The ratio of premiums to be actually borne by the insured individuals The Company will bear the full amount of insurance premiums, and thus, the insured individuals need not to bear any premiums. (3) Outline of insured events covered by the said insurance The contract covers damage (including the legal compensation for damages and legal fees) that may be incurred by the insured individuals due to claims filed against them in relation to the execution of their duties as officers of the Company (including omissions) during the insurance term. However, the coverage is subject to certain exclusions, such as in cases where violations of laws and regulations were knowingly committed. 9. Messrs. Kunio Ito, Toshiro Yonemura, and Tetsuro Higashi are Independent Directors in accordance with the rules of the Tokyo Stock Exchange, and satisfy the independence standards for outside officers established by the Company. 10. The Company intends to designate Mr. Yoshiyuki Izawa, Mses. Meyumi Yamada, Jenifer Simms Rogers, Messrs. Paul Yonamine, Stephen Hayes Dacus, and Ms. Elizabeth Miin Meyerdirk as Independent Directors in accordance with the rules of the Tokyo Stock Exchange, and accordingly intends to submit a report to the Tokyo Stock Exchange. In addition, each of the said candidates satisfy the independence standards for outside officers established by the Company. 11. The Company uses the independence standards established by the financial instruments exchanges as the independence standards for the Company’s Outside Directors and Outside Audit & Supervisory Board Members, and with respect to the de minimis thresholds for information disclosure regarding the attributes of Independent Directors and Independent Audit & Supervisory Board Members as negligible, “transactions” are “less than 1% of the non-consolidated revenues from operations of the Company for the most recent accounting period,” and “donations” are “less than ¥10 million,” in the most-recent business year of the Company. 12. “Term of office” refers to the term of office as of the conclusion of this Annual Shareholders’ Meeting. 13. Attendance at meetings of the Board of Directors and other meetings is the status of attendance during the 17th fiscal year. 14. The brief personal history, etc. of each of the above candidates is as of April 19, 2022. 25 Item No. 4: Election of three (3) Audit & Supervisory Board Members The terms of office of current Audit & Supervisory Board Members Yoshitake Taniguchi, Kazuhiro Hara and Mitsuko Inamasu expire upon the conclusion of this Annual Shareholders’ Meeting. Shareholders are therefore requested to elect three (3) Audit & Supervisory Board Members. This proposal was approved at the Board of Directors meeting after its details were supported, after deliberation based on the “Guidelines for Directors and Audit & Supervisory Board Members” of the Company, by the “Nomination Committee,” an advisory committee to the Board of Directors chaired by an Independent Outside Director and the majority of which is comprised of Independent Outside Directors. The Audit & Supervisory Board’s prior consent was obtained for the submission of this proposal. Reference: Guidelines for Directors and Audit & Supervisory Board Members https://www.7andi.com/library/ir/management/governance/jp/pdf/guidelines202112.pdf. The candidates for Audit & Supervisory Board Member are as follows: Attendance at Board of Directors meetings Attendance at Audit & Supervisory Board meetings Candidate No. Name Current position in the Company 1 2 3 Nobutomo Teshima Kazuhiro Hara Mitsuko Inamasu Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Executive Officer New appointment 16/16 27/27 Reappointment Outside Independent 16/16 27/27 Reappointment Outside Independent (Notes) 1. Attendance at meetings of the Board of Directors and Audit & Supervisory Board held in the 17th fiscal year is presented as attendance at Board of Directors meetings and attendance at Audit & Supervisory Board meetings, respectively. 2. Major management and industry experience, management skills, knowledge, etc. of Directors and Audit & Supervisory Board Members after this Annual Shareholders’ Meeting, assuming that Items No. 3 and No. 4 will be approved as originally proposed, are as shown on page 31. 26 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Nobutomo Teshima (June 15, 1962) * 0 shares New appointment 1 Brief personal history and position Oct. 1991: Feb. 2008: Jan. 2013: Sept. 2017: Mar. 2018: Mar. 2019: Joined Seven-Eleven Japan Co., Ltd. General Manager of the Accounting Administrative Department of Seven-Eleven Japan Co., Ltd. Senior Officer of the Operational Support Department of the Company Senior Officer of the Accounting Management Department of the Company Executive Officer and Senior Officer of the Accounting Management Department of the Company Executive Officer and Senior Officer of the Auditing Office of the Company (incumbent) Mar. 2021: Audit & Supervisory Board Member of York-Benimaru Co., Ltd. (incumbent) (Important Concurrent Positions) Audit & Supervisory Board Member of York-Benimaru Co., Ltd. [Reasons, etc. for Nomination as Candidate for Audit & Supervisory Board Member] He has extensive knowledge and experience in finance and accounting, risk management, and information technology, etc., as well as a broad range of knowledge of the Group’s overall operations, which he cultivated as a senior officer in the Accounting Management Department and Auditing Office. Because we would like him to contribute this knowledge and experience to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, create medium- to long- term corporate value, and respond to social trust, we would like to request his election as an Audit & Supervisory Board Member. 27 Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Kazuhiro Hara (February 25, 1954) * 0 shares Reappointment Outside Audit & Supervisory Board Member Independent Audit & Supervisory Board Member Term of office: 4 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Audit & Supervisory Board: 27/27 (100%) 2 Brief personal history and position Joined Chuo Accounting Office Aug. 1983: Mar. 1985: Registered as a Certified Public Accountant July 2007: July 2016: Nov. 2016: Joined Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) Director of Hara Certified Accounting Office (incumbent) Registered as a Certified Tax Accountant Director of Hara Kazuhiro Tax Accountant Office (incumbent) Sept. 2017: Representative Director of Hara Consulting Office May 2018: Outside Audit & Supervisory Board Member of the Company (incumbent) (Important Concurrent Positions) Certified Public Accountant Certified Tax Accountant [Reasons, etc. for Nomination as Candidate for Outside Audit & Supervisory Board Member] He has abundant experience and technical knowledge related to finance, accounting, tax and risk management as a certified public accountant and certified tax accountant. Because we would like him to contribute this knowledge and experience to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, create medium- to long- term corporate value, and respond to social trust, we would like to request his election as an Outside Audit & Supervisory Board Member. 28 Brief personal history and position Oct. 2000: Registered as an Attorney at Law (Tokyo Bar May 2018 Association) Joined Hattori Law Office (incumbent) Outside Audit & Supervisory Board Member of the Company (incumbent) (Important Concurrent Positions) Attorney at Law Candidate No. Name (Date of birth) * Number of shares of the Company owned Term of office Mitsuko Inamasu (March 15, 1976) * 0 shares Reappointment Outside Audit & Supervisory Board Member Independent Audit & Supervisory Board Member Term of office: 4 years and 0 months Attendance at meetings Board of Directors: 16/16 (100%) Audit & Supervisory Board: 27/27 (100%) 3 [Reasons, etc. for Nomination as Candidate for Outside Audit & Supervisory Board Member] She has abundant experience and technical knowledge related to corporate legal affairs in general, including digital-related affairs, and risk management as an attorney at law. Because we would like her to contribute this knowledge and experience to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust, we would like to request her election as an Outside Audit & Supervisory Board Member. (Notes) 1. The Company established the “Nomination Committee,” chaired by an Independent Outside Director and the majority of which is comprised of Independent Outside Directors, as an advisory committee to the Board of Directors. The Committee has been utilizing the more diverse range of knowledge and advice of Outside Directors and Outside Audit & Supervisory Board Members to ensure further objectivity and transparency in procedures for deciding the nomination of Representative Directors, Directors, Audit & Supervisory Board Members, and Executive Officers (hereinafter collectively, “officers, etc.”) and further substantiating corporate governance functions. One internal Audit & Supervisory Board Member and one Outside Audit & Supervisory Board Member act as observers at the “Nomination Committee” since its deliberations include nomination of Audit & Supervisory Board Members, whose duty is to audit the performance of duties by the Directors, and since it is important to ensure due process at the committee as an advisory committee to the Board of Directors. “New appointment” indicates new candidates for Audit & Supervisory Board Member, and “Reappointment” indicates reappointed candidates for Audit & Supervisory Board Member. “Outside” indicates candidates for Outside Audit & Supervisory Board Member, and “Independent” indicates those candidates for Audit & Supervisory Board Member who are independent officers as stipulated by the Tokyo Stock Exchange. 2. 3. 4. There is no special relationship of interest between each of the above candidates and the Company. 5. Mr. Kazuhiro Hara and Ms. Mitsuko Inamasu satisfy the requirements for no
