松屋（8237） – NOTICE OF THE 153RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation. To Shareholders with Voting Rights: (Stock Exchange Code 8237) May 10, 2022 Masaki Akita Representative Director, President and Executive Operating Officer Matsuya Co., Ltd. 3-6-1 Ginza, Chuo-ku, Tokyo THE 153RD ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF Dear Shareholders: We would like to express our appreciation for your continued support and patronage. This is to notify you of the 153rd Annual General Meeting of Shareholders of Matsuya Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below. If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by following the instructions in the “Instructions for Exercising Voting Rights” on page 4 no later than 6 p.m. on Wednesday, May 25, 2022, Japan time. 1. Date and Time: 2. Place: Thursday, May 26, 2022 at 10 a.m., Japan time (Reception starts at 9 a.m.) The second floor hall of GINZA BLOSSOM Chuo Kaikan, located at 2-15-6 Ginza, Chuo-ku, Tokyo 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 153rd Fiscal Year (March 1, 2021 – February 28, 2022) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 153rd Fiscal Year (March 1, 2021 – February 28, 2022) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Proposal 5: Proposal 6: Partial Amendments to the Articles of Incorporation Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of 4 Directors Who Are Audit and Supervisory Committee Members Determination of the Amount of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Determination of the Amount of Remuneration for Directors Who Are Audit and Supervisory Committee Members Determination of the Basic Policy for Introduction (Renewal) of the Countermeasures against Large-scale Acquisition of Company Shares (Takeover Defense Measures) – 1 – 4. Exercise of voting right valid. (1) If voting rights are exercised more than once via the Internet, the most recent vote will be deemed (2) If voting rights are exercised both by the Internet and in writing, votes submitted via the Internet will be deemed valid, regardless of the time and date of arrival of the vote. ◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. ◎ The following documents are provided on the Company’s website (http://www2.matsuya.com/ir/) in accordance with relevant laws and regulations as well as the provision of Article 15 of the Articles of Incorporation of the Company, hence are not provided in this notice of convocation. Therefore, the documents attached to this notice of convocation are some of the documents subject to the audits by Corporate Auditors and Accounting Auditor in preparing an auditor’s report. 1) Statement of Changes in Equity in the Non-consolidated Financial Statements, and Consolidated Statement of Changes in Equity in the Consolidated Financial Statements 2) Notes to Non-consolidated Financial Statements and Notes to Consolidated Financial Statements ◎ Any revisions made to the Reference Documents for the General Meeting of Shareholders, Business Report, Financial Statements, and Consolidated Financial Statements will be posted on the Company’s website (http://www2.matsuya.com/soukai/). – 2 – Prevention Measures against the Spread of the Novel Coronavirus Disease (COVID-19) ・ The Company’s Directors and Corporate Officers and the meeting staff will be wearing face masks. ・ Bottles of alcohol sanitizers will be available for use at various points in the venue. ・ No smoking room or complimentary drinks will be provided. ・ We will make an effort to shorten the meeting time. ・ Shareholders considering attendance at the meeting are asked to take priority in their health and safety and refrain from attending depending on their health condition. ・ Shareholders who are elderly, expecting, or with an underlying disease, are especially advised to take caution in deciding whether to attend the meeting. ・ We strongly recommend shareholders to exercise their voting rights in writing or via the Internet. [Deadline for exercising voting rights: Received or submitted by Wednesday, May 25, 2022 at 6 p.m., Japan time] * For details, please refer to pages 4 through 6 of the “NOTICE OF THE 153RD ANNUAL GENERAL MEETING OF SHAREHOLDERS.” ・ We ask shareholders attending the meeting to spray their hands with alcohol sanitizer and wear face masks. Please visit the Company’s website (http://www2.matsuya.com/ir/) for updates on any major changes to the operation or the venue of the meeting depending on future circumstances. We apologize for any inconvenience caused and appreciate your understanding and support. – 3 – Instructions for Exercising Voting Rights Voting rights at General Meetings of Shareholders are an important right for shareholders. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights. You may exercise your voting rights using any of the following three methods. Exercising voting rights in writing (by postal mail) Indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and mail it. There is no need to affix a postage stamp for mailing. Deadline for exercising voting rights: Received by Wednesday, May 25, 2022 at 6 p.m., Japan time Exercising voting rights via the Internet Access the website for exercising voting rights (https://evote.tr.mufg.jp/) using a smartphone, personal computer, etc. and enter the “login ID” and “temporary password” printed on the enclosed Voting Rights Exercise Form to indicate your vote for or against the proposal following the on-screen guidance. (Service is suspended between 2 a.m. and 5 a.m. on all days.) Deadline for exercising voting rights: Submitted by Wednesday, May 25, 2022 at 6 p.m., Japan time (See pages 5 through 6 for instructions on how to exercise voting rights.) Attending the General Meeting of Shareholders Please bring the enclosed Voting Rights Exercise Form and submit it to the meeting venue reception desk on the day of the upcoming Annual General Meeting of Shareholders. (No need to put your seal.) When attending the meeting, make sure to bring this Notice with you. Date and time: Thursday, May 26, 2022 at 10 a.m., Japan time (Reception starts at 9 a.m.) Place: The second floor hall of GINZA BLOSSOM Chuo Kaikan located at 2-15-6 Ginza, Chuo-ku, Tokyo – 4 – Instructions for Exercising Voting Rights via the Internet If you wish to exercise your voting rights via the Internet, access the website for exercising voting rights using a smartphone, personal computer, etc. and exercise your voting rights following the on-screen guidance. (Service is suspended between 2 a.m. and 5 a.m. on all days.) Deadline for exercising voting rights: Submitted by Wednesday, May 25, 2022 at 6 p.m., Japan time Via smartphone Scanning QR Code 1. Scan QR Code 2. Follow the on-screen guidance to indicate a vote for or against the proposal You can log into the service by scanning the “login QR Code” printed on the Voting Rights Exercise Form. * QR Code is a registered trademark of DENSO WAVE INCORPORATED. No entry of “login ID” and “temporary password” is required for exercising voting rights from a smartphone. Exercising of voting rights using the above method is limited to only once. To log in for the second time or later, follow the instructions on the next page. – 5 – Via personal computer, etc. Entering “login ID” and “temporary password” 1. Access the website for exercising voting rights (https://evote.tr.mufg.jp/) Click “go on to the next page” 2. Enter the “login ID” and “temporary password” printed on the Voting Rights Exercise Form 3. Fill out both “new password” and “new password (for confirmation)” boxes Thereafter, follow the on-screen guidance to indicate a vote for or against the proposal. Click “login” Click “send” (Notes) • If you are exercising your voting rights via the Internet, you are not required to complete the procedure by postal mail. If you exercise your voting rights both by postal mail and via the Internet, we will consider the Internet vote to be the valid vote. If you exercise your voting rights via the Internet multiple times, we will consider the most recent vote to be the valid vote. • • • Any costs arising from accessing the website for exercising voting rights (Internet connection fees, etc.) will be borne by the shareholder. In case you are exercising voting rights using a smartphone, packet communication fees will be borne by the shareholder as well. For inquiries concerning operation of the website for exercising voting rights, please contact: Mitsubishi UFJ Trust and Banking Corporation, Securities Agency Division (Help Desk) • Toll-free service phone number in Japan: 0120-173-027 (Business hours: 9 a.m. – 9 p.m.) [Voting Rights Exercise Platform] In addition to the above method to exercise voting rights via the Internet, nominee shareholders such as trust and custody services banks (including standing proxies) may use the Voting Rights Exercise Platform operated by ICJ, Inc., a joint company established by the Tokyo Stock Exchange, Inc. and other companies, as an electromagnetic means of exercising voting rights at the Company’s General Meeting of Shareholders. Please note that this service is only available for those who requested in advance. – 6 – Reference Documents for the General Meeting of Shareholders Proposals and References 1. Reasons for the proposal Proposal 1: Partial Amendments to the Articles of Incorporation (1) The Company will transition to a Company with an Audit and Supervisory Committee to further enhance management transparency by strengthening the oversight function of the Board of Directors and its corporate governance and to enable swifter decision-making. Accordingly, the Company proposes making necessary changes to its Articles of Incorporation. Changes include establishing new provisions on the Audit and Supervisory Committee and its members and deleting provisions on the Board of Corporate Auditors and Corporate Auditors as well as establishing new provisions on the delegation of authority to Directors to make management more efficient and enable swift decision-making through empowerment. (2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of a system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows: 1) The proposed Article 15, Paragraph 1 stipulates that the Company shall take electronic provision measures for information contained in the Reference Documents for the General Meeting of Shareholders, etc. 2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. 3) The provision related to the Internet Disclosure and Deemed Provision of the Reference Documents for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. 4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. In line with the above changes, necessary changes shall be also made to organize the number of articles, etc. 2. Details of amendments The details of the amendments are as follows. This proposal shall come into effect at the conclusion of this General Meeting of Shareholders. Note: Amended parts are underlined. Proposed Amendments Chapter 3 General Meeting of Shareholders (Electronic Provision Measures, Etc.) Article 15 The Company shall, when convening a general meeting of take electronic provision measures for information contained in the reference documents for the general meeting of shareholders, etc. shareholders, Current Articles of Incorporation Chapter 3 General Meeting of Shareholders (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 The Company may, for convening a general meeting of shareholders, deem that it has provided shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by the disclosing such internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. information information through to – 7 – Current Articles of Incorporation (Newly established) Articles 16 through 18 (Omitted) Articles 16 through 18 (Unchanged) Chapter 4 Directors and Board of Directors Chapter 4 Directors and Board of Directors Article 19 (Number and Election of Directors) Article 20 The Company shall have ten (10) or fewer (Omitted) Directors. (Unchanged) Article 19 (Number and Election of Directors) Article 20 The Company shall have ten (10) or fewer Directors (excluding Directors who are Audit and Supervisory Committee Members). (Newly established) Proposed Amendments 2. Among the matters to be provided through electronic provision measures, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. 2. The Company shall have five (5) or fewer Directors who are Audit and Supervisory Committee Members (“Audit and Supervisory Committee Members”). shareholders 3. Directors shall be elected by a resolution of a general meeting of that distinguishes between Audit and Supervisory Committee Members and other Directors. Voting on the resolution shall take place with the presence of shareholders who have one-third (1/3) or more of the voting rights of shareholders entitled to exercise their voting rights, and a majority of the votes of the shareholders present shall be requisite for adoption of the resolution. 2. Notwithstanding the provisions of the preceding paragraph, the term of office of Audit and Supervisory Committee Members shall be up to the time of closing of the annual general meeting of shareholders concerning the last business year ending within two (2) years after their election. 3. The term of office of an Audit and Supervisory Committee Member who was elected to fill a vacancy due to the retirement of an Audit and Supervisory Committee Member from office before expiration of his or her term of office shall be up to the time of expiration of the term of office of such retiring Audit and Supervisory Committee Member. 2. Directors shall be elected by a resolution of a general meeting of shareholders. Voting on the resolution shall take place with the presence of shareholders who have one-third (1/3) or more of the voting rights of shareholders entitled to exercise their voting rights, and a majority of the votes of the shareholders present shall be requisite for adoption of the resolution. (Newly established) (Term of Office of Directors) Article 21 (Omitted) (Newly established) (Term of Office of Directors) Article 21 (Unchanged) Articles 22 through 24 (Omitted) Articles 22 through 24 (Unchanged) – 8 – Current Articles of Incorporation Proposed Amendments (Notice of Meetings of the Board of Directors) Article 25 Notice of a meeting of the Board of Directors shall be given to each Director and each Corporate Auditor at least three (3) days prior to the date set for the meeting; provided, however, that such number of days may be reduced in the case of an emergency. (Omitted) Article 26 (Omission of Resolutions of the Board of Directors) Article 27 The Company shall, when all the Directors indicate their consent to a proposal in writing or by electromagnetic record, deem such indication to be the resolution of the Board of Directors adopting the proposal, unless the Corporate Auditors have stated their objection to that proposal. (Newly established) (Minutes of Meetings of the Board of Directors) Article 28 The substance of the proceedings at a meeting of the Board of Directors, the results thereof, and the other matters provided by laws and regulations shall be entered or recorded in the minutes, and the Directors and Corporate Auditors present shall inscribe their names and affix their seals thereon or put their electronic signatures thereon. (Omitted) (Board of Directors Rules) Article 29 (Executive Adviser, Corporate Adviser and Manager) Article 30 (Remuneration, Etc. for Directors) Article 31 Remuneration, etc. for Directors shall be determined by a resolution of a general meeting of shareholders. (Omitted) (Agreement on Limitation of Liabilities of Directors) Article 32 (Omitted) (Notice of Meetings of the Board of Directors) Article 25 Notice of a meeting of the Board of Directors shall be given to each Director at least three (3) days prior to the date set for the meeting; provided, however, that such number of days may be reduced in the case of an emergency. (Unchanged) Article 26 (Omission of Resolutions of the Board of Directors) Article 27 The Company shall, when all the Directors indicate their consent to a proposal in writing or by electromagnetic record, deem such indication to be the resolution of the Board of Directors adopting the proposal. (Delegation of a Decision to Directors on the Execution of Operations) Article 28 Under Article 399-13, Paragraph 6 of the Companies Act, the Company may delegate all or some of the decisions on the execution of important operations (excluding matters listed in the items under the same article, Paragraph 5) to Directors by a resolution of the Board of Directors. (Minutes of Meetings of the Board of Directors) Article 29 The substance of the proceedings at a meeting of the Board of Directors, the results thereof, and the other matters provided by laws and regulations shall be entered or recorded in the minutes, and the Directors present shall inscribe their names and affix their seals thereon or put their electronic signatures thereon. (Unchanged) (Board of Directors Rules) Article 30 (Executive Adviser, Corporate Adviser and Manager) Article 31 (Remuneration, Etc. for Directors) Article 32 Remuneration, etc. for Directors shall be determined by a resolution of a general meeting of shareholders that distinguishes between Audit and Supervisory Committee Members and other Directors. (Unchanged) (Agreement on Limitation of Liabilities of Directors) Article 33 (Unchanged) – 9 – Proposed Amendments Chapter 5 Audit and Supervisory Committee (Establishment of the Audit and Supervisory Committee) Article 34 The Company shall have the Audit and and the Board of Corporate Auditors. Supervisory Committee. Current Articles of Incorporation Chapter 5 Corporate Auditors and Board of Corporate Auditors (Establishment of Corporate Auditors and the Board of Corporate Auditors) Article 33 The Company shall have Corporate Auditors (Number and Election of Corporate Auditors) Article 34 The Company shall have five (5) or fewer Corporate Auditors. 2. Corporate Auditors shall be elected by a resolution of a general meeting of shareholders. Voting on the resolution shall take place with the presence of shareholders who have one-third (1/3) or more of the voting rights of shareholders entitled to exercise their voting rights, and a majority of the votes of the shareholders present shall be requisite for adoption of the resolution. (Term of Office of Corporate Auditors) Article 35 The term of office of Corporate Auditors shall be up to the time of closing of the annual general meeting of shareholders concerning the last business year ending within four (4) years after their election. 2. The term of office of a Corporate Auditor elected to fill a vacancy shall be the remaining term of office of his or her predecessor. (Full-time Corporate Auditors) Article 36 The Board of Corporate Auditors shall appoint Full-time Corporate Auditors among all the Corporate Auditors. (Notice of Meetings of the Board of Corporate Auditors) Article 37 Notice of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at least three (3) days prior to the date set for the meeting; provided, however, that such number of days may be reduced in the case of an emergency. (Method of Adopting Resolutions of the Board of Corporate Auditors) Article 38 Unless otherwise provided by laws and regulations, all resolutions of the Board of Corporate Auditors shall be adopted by a majority of the Corporate Auditors. – 10 – (Deleted) (Deleted) (Full-time Audit and Supervisory Committee Members) Article 35 The Audit and Supervisory Committee may appoint Full-time Audit and Supervisory Committee Members among all the Audit and Supervisory Committee Members. (Notice of Meetings of the Audit and Supervisory Committee) Article 36 Notice of a meeting of the Audit and Supervisory Committee shall be given to each Audit and Supervisory Committee Member at least three (3) days prior to the date set for the meeting; provided, however, that such number of days may be reduced in the case of an emergency. (Method of Adopting Resolutions of the Audit and Supervisory Committee) Article 37 All resolutions of the Audit and Supervisory Committee shall be adopted by a majority of the Audit and Supervisory Committee Members present at the meeting at which a majority of the Audit and Supervisory Committee Members are present. Current Articles of Incorporation Proposed Amendments (Minutes of Meetings of the Audit and Supervisory Committee) Article 38 The substance of the proceedings at a meeting of the Audit and Supervisory Committee, the results thereof, and the other matters provided by laws and regulations shall be entered or recorded in the minutes, and the Audit and Supervisory Committee Members present shall inscribe their names and affix their seals thereon or put their electronic signatures thereon. (Audit and Supervisory Committee Rules) Article 39 Other matters concerning the Audit and Supervisory Committee shall be governed by the Audit and Supervisory Committee Rules separately established by the Audit and Supervisory Committee. (Deleted) (Deleted) (Minutes of Meetings of the Board of Corporate Auditors) Article 39 The substance of the proceedings at a meeting of the Board of Corporate Auditors, the results thereof, and the other matters provided by laws and regulations shall be entered or recorded in the minutes, and the Corporate Auditors present shall inscribe their names and affix their seals thereon or put their electronic signatures thereon. (Board of Corporate Auditors Rules) Article 40 Other matters concerning the Board of Corporate Auditors shall be governed by the Board of Corporate Auditors Rules separately established by the Board of Corporate Auditors. (Remuneration, Etc. for Corporate Auditors) Article 41 Remuneration, etc. for Corporate Auditors shall be determined by a resolution of a general meeting of shareholders. (Agreement on Limitation of Liabilities of Corporate Auditors) Article 42 The Company may conclude an agreement with Corporate Auditors to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act for cases falling under the requirements specified in laws and regulations; provided, however, that the limit of such liability shall be the predetermined amount of four million (4,000,000) yen or more, or the minimum liability amount as stipulated by laws and regulations, whichever is higher. Chapter 6 Accounting Auditor Chapter 6 Accounting Auditor (Omitted) (Omitted) (Establishment of Accounting Auditor) Article 43 (Election of Accounting Auditor) Article 44 (Term of Office of Accounting Auditor) Article 45 (Remuneration, Etc. for Accounting Auditor) Article 46 Remuneration, etc. for an Accounting Auditor shall be determined by the Representative Director upon obtaining consent of the Board of Corporate Auditors. (Omitted) (Unchanged) (Establishment of Accounting Auditor) Article 40 (Unchanged) (Election of Accounting Auditor) Article 41 (Term of Office of Accounting Auditor) Article 42 (Unchanged) (Remuneration, Etc. for Accounting Auditor) Article 43 Remuneration, etc. for an Accounting Auditor shall be determined by the Representative Director upon obtaining consent of the Audit and Supervisory Committee. Chapter 7 Accounts (Omitted) (Business Year) Article 47 Chapter 7 Accounts (Unchanged) (Business Year) Article 44 – 11 – (Omitted) Current Articles of Incorporation (Organ to Decide on Matters Including Dividends from Surplus) Article 48 (Record Date for Dividends from Surplus) Article 49 (Lapse of the Rights on Year-end Dividends, Etc.) Article 50 (Omitted) (Omitted) Chapter 8 Takeover Defense Measures (Proposals to be Resolved at a General Meeting of Shareholders) Article 51 (Special Committee) Article 52 (Omitted) (Omitted) 2. The Special Committee shall be composed of three (3) or more Outside Directors or Outside Auditors. 3. Notwithstanding the provisions of the preceding paragraph, the Board of Directors may, upon obtaining consent of Outside Directors and Outside Auditors, add an external expert to the members of the Special Committee; provided, however, the number of external experts shall not account for more than half of the Special Committee members. that (Newly established) (Unchanged) Proposed Amendments (Organ to Decide on Matters Including Dividends from Surplus) Article 45 (Record Date for Dividends from Surplus) Article 46 (Lapse of the Rights on Year-end Dividends, Etc.) Article 47 (Unchanged) (Unchanged) Chapter 8 Takeover Defense Measures (Proposals to be Resolved at a General Meeting of Shareholders) Article 48 (Special Committee) Article 49 (Unchanged) (Unchanged) 2. The Special Committee shall be composed of three (3) or more Outside Directors. 3. Notwithstanding the provisions of the preceding paragraph, the Board of Directors may, upon obtaining consent of Outside Directors, add an external expert to the members of the Special Committee; provided, however, that the number of external experts shall not account for more than half of the Special Committee members. Supplementary Provisions (Transitional Measures for Agreement on Limitation of Liabilities of Corporate Auditors) Article 1 The agreement with Corporate Auditors to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act shall remain in force as stipulated in Article 42 of the Articles of Incorporation, which is before being amended by a resolution of the 153rd Annual General Meeting of Shareholders, for the actions of Corporate Auditors (including persons who were Corporate Auditors) conducted before the conclusion of the same Annual General Meeting of Shareholders. (Transitional Measures for Electronic Provision Measures, Etc.) Article 2 The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the pre-amendment Articles of Incorporation and the newly established Article 15 (Electronic Provision Measures, Etc.) of the post-amendment Articles of Incorporation shall come into effect on September 1, 2022 (the “Effective Date”). – 12 – Current Articles of Incorporation Proposed Amendments 2. Notwithstanding the provisions of the preceding paragraph, Article 15 of the pre-amendment Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six (6) months from the Effective Date. 3. The provisions of this article shall be deleted after the lapse of six (6) months from the Effective Date or the lapse of three (3) months from the date of the general meeting of shareholders set forth the preceding in paragraph, whichever is later. – 13 – Proposal 2: Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Subject to the approval of Proposal 1 “Partial Amendments to the Articles of Incorporation,” the Company will transition to a Company with an Audit and Supervisory Committee and the terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 9 Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed in order to further reinforce the Company’s corporate governance system. This proposal will take effect when Proposal 1 “Partial Amendments to the Articles of Incorporation” comes The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) into effect. are as follows: Candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions (* indicates a new candidate) Number of shares of the Company held Special interests between the candidate and the Company 1 Masaki Akita (December 24, 1958) 46,100 See Note 1 below July 1991 May 1999 May 2001 March 2005 May 2005 May 2007 May 2008 May 2009 Joined the Company Director Managing Director Senior Managing Director; General Manager, Sales Division Representative Director and Vice President; General Manager, Sales Division Representative Director and President; General Manager, Sales Division Representative Director, President and Executive Operating Officer; General Manager, Sales Division Representative Director, President and Executive Operating Officer November 2014 Representative Director, President and Executive Operating Officer; General Manager, Sales Division Representative Director, President and Executive Operating Officer (current position) May 2015 [Significant concurrent positions] Representative Director and Chairman, Ginza Core Co., Ltd. Outside Director, Meiji Yasuda Life Insurance Company – 14 – No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Special interests between the candidate and the Company 2 Takehiko Furuya (August 17, 1973) 172,000 None April 1996 July 2001 May 2008 May 2011 Joined The Bank of Tokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.) Joined the Company Completed the Master of International Affairs at Columbia University School of International and Public Affairs (SIPA) Director and Operating Officer; Head, the Secretariat of the Structural Reform Promotion Committee; General Manager, General Store Women’s Wear Division I Director and Operating Officer; General Store Manager May 2015 March 2016 March 2013 November 2014 Director and Operating Officer; Associate General Manager, Sales Division; General Store Manager Director and Managing Operating Officer; General Manager, Sales Division; General Store Manager Director and Managing Operating Officer; in charge of Group Business Planning Division and Business Strategies Office Director and Managing Operating Officer; in charge of Group Business Planning Division, Business Strategies Office and Accounting Division Director and Senior Executive Operating Officer; in charge of Group Business Planning Division, Business Strategies Office and Accounting Division March 2018 May 2019 September 2019 Director and Senior Executive Operating Officer; in charge March 2021 March 2022 April 1984 May 2007 May 2015 March 2016 March 2018 May 2018 of Group Business Planning Division, Business Strategies Division and Accounting Division Representative Director and Senior Executive Operating Officer; General Manager, Corporate Planning Office; administration of Accounting Division; in charge of Environmental Management Division Representative Director, Senior Executive Operating Officer and Assistant to President; General Manager, Corporate Planning Office; administration of Accounting Division; in charge of Environmental Management Division (current position) Joined the Company Operating Officer; Assistant Manager in charge of General Store Merchandise and General Manager, Sales Planning Division and General Manager, Advertising Division Senior Operating Officer; Associate Store Manager (Merchandise); General Manager, Merchandise Strategies Office Senior Operating Officer; Associate General Manager, Sales Division; General Store Manager Managing Operating Officer; General Manager, Sales Division Director and Managing Operating Officer; General Manager, Sales Division (current position) [Significant concurrent positions] Representative Director and President, Scandex Co., Ltd. – 15 – 3 Naoki Yokozeki (March 10, 1962) 8,200 None No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Special interests between the candidate and the Company 4 Kazunori Morita (December 13, 1962) 6,200 None April 1986 May 2011 March 2012 March 2013 May 2013 May 2016 May 2019 Joined the Company Operating Officer; General Manager, Human Resources Division Operating Officer; General Manager, Corporate Planning Division; in charge of Human Resources Division Operating Officer; in charge of Human Resources Division Operating Officer; in charge of Accounting Division and Human Resources Division Division; in charge of Human Resources Division Senior Operating Officer; General Manager, General Affairs Division; in charge of Human Resources Division Managing Operating Officer; General Manager, General Affairs Division; in charge of Human Resources Division September 2015 Operating Officer; General Manager, General Affairs September 2019 Managing Operating Officer; Assistant to President; in May 2021 March 2021 March 2022 charge of General Affairs Division and Human Resources Division Managing Operating Officer; Assistant to President; in charge of Corporate Planning Division, Digitalization Promotion Division, and General Affairs Division Director and Managing Operating Officer; Assistant to President; in charge of Corporate Planning Division, Digitalization Promotion Division, and General Affairs Division Director and Managing Operating Officer; in charge of Corporate Planning Division, Digitalization Promotion Division, and General Affairs Division (current position) Joined the Company Operating Officer; Head, the Secretariat of the Structural Reform Promotion Committee; General Manager, General Store Sales Promotion Division Operating Officer; Head, the Secretariat of the Structural Reform Promotion Committee; Assistant Manager in charge of Store Operation of General Store September 2014 Operating Officer; Head, the Secretariat of the Structural April 1983 May 2014 July 2014 Operating Promotion Committee; Associate Store Manager (Store Operation) Director and Operating Officer; Head, the Secretariat of the Structural Reform Promotion Committee; Associate Store Manager (Store Operation) Director and Senior Operating Officer; General Store Manager; Head, the Secretariat of the Structural Reform Promotion Committee Director and Senior Operating Officer; General Store Manager Director and Senior Operating Officer; in charge of Human Resources Division and Structural Reform Promotion Committee (current position) March 2018 May 2018 March 2021 – 16 – 5 Akiko Kawai (April 28, 1960) May 2015 5,600 None No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions 6 Yoshizumi Nezu (October 26, 1951) Number of shares of the Company held Special interests between the candidate and the Company 22,000 See Note 2 below 7 Hitoshi Kashiwaki (September 6, 1957) 7,200 None April 1974 June 1999 May 2002 April 2018 Joined Tobu Railway Co., Ltd. President, Tobu Railway Co., Ltd. Outside Director, the Company (current position) President and Executive Operating Officer, Tobu Railway Co., Ltd. (current position) [Significant concurrent positions] President and Executive Operating Officer, Tobu Railway Co., Ltd. External Audit & Supervisory Board Member, Fukoku Mutual Life Insurance Company April 1981 Joined Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.) General Manager, Finance Division Board Director Board Director and Managing Corporate Executive Officer Representative Director and Managing Corporate Executive Officer (COO) President, Representative Director and COO President, Representative Director and CEO Board Director and Advisor Outside Director, the Company (current position) April 1994 June 1997 June 2001 April 2003 June 2003 April 2004 April 2012 May 2016 [Significant concurrent positions] Outside Director, ASICS Corporation Outside Director, TBS HOLDINGS, INC. Outside Director, Kewpie Corporation April 1980 July 2009 August 2011 July 2012 June 2013 April 2015 May 2017 April 2018 Joined Tokio Marine and Fire Insurance Co., Ltd. (currently Tokio Marine & Nichido Fire Insurance Co., Ltd.) Deputy Manager, Keiyo Branch; General Manager, Funabashi Branch General Manager, Travel Business Department Executive Director; General Manager, Travel Business Department Executive Officer; General Manager, Travel Business Department Executive Officer; General Manager, Chiba Branch Outside Director, the Company (current position) Managing Executive Officer in charge of Shikoku Area, Tokio Marine & Nichido Fire Insurance Co., Ltd. Managing Executive Officer Managing Director (current position) April 2021 April 2022 [Significant concurrent positions] Managing Director, Tokio Marine & Nichido Fire Insurance Co., Ltd. 8 Masako Yoshida (June 11, 1961) 2,900 None – 17 – No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Special interests between the candidate and the Company April 2002 January 2011 April 2018 May 2018 April 2019 January 2020 June 2021 Visiting scholar, Massachusetts Institute of Technology Media Lab Established Digital Ehon Inc.; CEO (current position) Professor, Keio University Graduate School of Media Design (current position) President, Learning of Tomorrow (current position) President, CANVAS (current position); Audit & Supervisory Board Member, Ghelia Inc. (current position) Outside Director, Amuseum Parks Inc. (current position) Head, B Lab, iU Information Management Innovation Professional College (current position) [Significant concurrent positions] Professor, Keio University Graduate School of Media Design President, Learning of Tomorrow Head, B Lab, iU Information Management Innovation Professional College President, CANVAS CEO, Digital Ehon Inc. 9 (*) Nanako Ishido (Name on family register: Nanako Muramoto) (July 7, 1979) (Notes) – None 1. Relationship between the Company and the candidate for Director Mr. Masaki Akita Mr. Masaki Akita is Representative Director and Chairman of Ginza Core Co., Ltd., between which the Company is in competitive relationship in certain areas, and with which the Company engages in building leasing transactions, etc. 2. Relationship between the Company and the candidate for Director Mr. Yoshizumi Nezu The Company has real estate lease transactions, etc. concerning the operation of Asakusa Store with Tobu Railway Co., Ltd., where Mr. Yoshizumi Nezu serves as President and Executive Operating Officer. 3. Mr. Yoshizumi Nezu, Mr. Hitoshi Kashiwaki, Ms. Masako Yoshida and Ms. Nanako Ishido are candidates for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. 4. The Company has designated Mr. Hitoshi Kashiwaki and Ms. Masako Yoshida as independent directors as stipulated by the rules of the Tokyo Stock Exchange, and has registered them as such with the Exchange. If their reelection is approved, they will remain as independent directors. In addition, Ms. Nanako Ishido is a candidate for independent director. 5. Reasons for nomination as candidates for Directors and outline of the roles expected of candidates for Outside Directors (1) Mr. Masaki Akita was nominated as a candidate based on our belief that he is well-suited to serve as a Director due to his considerable knowledge and experience regarding the overall management including the department store business, group business planning, and corporate governance, as well as his outstanding leadership that has brought the Group together. (2) Mr. Takehiko Furuya was nominated as a candidate based on our belief that he is well-suited to serve as a Director due to his considerable knowledge and experience regarding overall management including the department store business, group business planning, and corporate governance. (3) Mr. Naoki Yokozeki was nominated as a candidate based on our belief that he is well-suited to serve as a Director due to his considerable knowledge and experience regarding each of our businesses including the department store business, which will enable him to engage in the management of the Company with a broad perspective. (4) Mr. Kazunori Morita was nominated as a candidate based on our belief that he is well-suited to serve as a Director due to his considerable knowledge and experience regarding the overall administrative divisions of the department store business, which will enable him to engage in the management of the Company with a broad perspective. (5) Ms. Akiko Kawai was nominated as a candidate based on our belief that she is well-suited to serve as a Director due to her considerable knowledge and experience regarding improving operational efficiency and productivity in the department store business and reforming corporate culture. (6) Mr. Yoshizumi Nezu was nominated as a candidate for Outside Director with the expectation that his excellent knowledge and in-depth experience as an experienced corporate manager will be reflected in the Company’s management. (7) Mr. Hitoshi Kashiwaki was nominated as a candidate for Outside Director with the expectation that his excellent knowledge and in-depth experience as an experienced corporate manager will be reflected in the Company’s management. (8) Ms. Masako Yoshida was nominated as a candidate for Outside Director with the expectation that her rich experience and broad knowledge accumulated at a general insurance company will be reflected in the Company’s management. (9) Ms. Nanako Ishido was nominated as a candidate for Outside Director with the expectation that her expertise as a person with academic knowledge and experience and her rich experience and broad knowledge accumulated in the – 18 – IT and digital field will be reflected in the Company’s management. 6. Number of years as Outside Director since each candidate for Outside Director assumed office (1) Mr. Yoshizumi Nezu will have served as Outside Director for 20 years at the conclusion of this year’s Annual General (2) Mr. Hitoshi Kashiwaki will have served as Outside Director for 6 years at the conclusion of this year’s Annual Meeting of Shareholders. General Meeting of Shareholders. (3) Ms. Masako Yoshida will have served as Outside Director for 5 years at the conclusion of this year’s Annual General Meeting of Shareholders. 7. Liability limitation agreements concluded with each Director The Company has concluded an agreement with each of Messrs. Yoshizumi Nezu and Hitoshi Kashiwaki, and Ms. Masako Yoshida to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act to the predetermined amount of four million yen or more, or the minimum liability amount as stipulated by laws and regulations, whichever is higher, for cases falling under the requirements specified in laws and regulations. If their reelection is approved, the Company intends to continue the aforementioned liability limitation agreement with each of them. In addition, if the election of Ms. Nanako Ishido is approved, the Company intends to conclude an agreement with her to limit her liability pursuant to Article 423, Paragraph 1 of the Companies Act to the predetermined amount of four million yen or more, or the minimum liability amount as stipulated by laws and regulations, whichever is higher, for cases falling under the requirements specified in laws and regulations. 8. Outline of the directors and officers liability insurance contract The Company has a policy to enter into a directors and officers liability insurance (“D&O Insurance”) contract with an insurance company for the Company’s and its subsidiaries’ Directors, Corporate Auditors and Executive Officers as the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act and use the D&O Insurance to cover the damage that may arise when the insured are held liable for damages in the course of performing their duties (excluding, however, those that constitute any of the exemptions specified in the insurance policy). The Company and its subsidiaries pay the entire amount of the premiums for the insured. If the appointment of the candidates for Directors (excluding Audit and Supervisory Committee Members) is approved and the candidates assume the office of Directors (excluding Audit and Supervisory Committee Members), they will be named as the insured of the D&O Insurance policies. The Company plans to renew the D&O Insurance policies in October 2022. – 19 – Proposal 3: Election of 4 Directors Who Are Audit and Supervisory Committee Members Subject to the approval of Proposal 1 “Partial Amendments to the Articles of Incorporation,” the Company will transition to a Company with an Audit and Supervisory Committee. Accordingly, the election of 4 Directors who are Audit and Supervisory Committee Members is proposed. The Board of Corporate Auditors has previously given its approval to the submission of this proposal to this Annual General Meeting of Shareholders. This proposal will take effect when Proposal 1 “Partial Amendments to the Articles of Incorporation” comes into effect. The candidates for Directors who are Audit and Supervisory Committee Members are as follows: Candidates for Directors who are Audit and Supervisory Committee Members No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions (* indicates new candidates) Number of shares of the Company held Special interests between the candidate and the Company 4,300 None 1 (*) Shinichi Mayama (June 20, 1959) Joined the Company April 1983 General Manager in Charge of Accounting March 2005 General Manager, Accounting Division March 2008 December 2011 General Manager, General Affairs Division, Scandex Co., March 2012 March 2015 May 2015 April 1974 April 1997 June 2000 June 2003 June 2004 June 2006 June 2008 June 2012 April 2015 June 2016 May 2017 June 2020 Ltd. Director and Executive Operating Officer; General Manager, General Affairs Division General Manager attached to General Affairs Division, the Company Corporate Auditor (current position) Joined Nippon Signal Co., Ltd. General Manager, Automatic Fare Collection Sales Department of Sales and Marketing Head Office Executive Officer; General Manager, Automatic Fare Collection Business Department Executive Officer; General Manager, Automatic Fare Collection Business Department; General Manager, Visionary Business Center Director; Managing Executive Officer; Responsible for Visionary Business Center and Automatic Fare Collection Business Director; Deputy Chief Executive Officer; Responsible for Corporate Strategy, Business Audit, and Visionary Business Center; General Manager, Visionary Business Center Representative Director and President; Chief Operating Officer Representative Director and President; Chief Executive Officer; Chief Operating Officer Representative Director and President; Chief Executive Officer Chairman; Chief Executive Officer Outside Auditor, the Company (current position) Director and Chairman, Nippon Signal Co., Ltd. (current position) [Significant concurrent positions] Director and Chairman, Nippon Signal Co., Ltd. – 20 – 2 (*) Youhei Furuhata (May 28, 1949) – None No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Special interests between the candidate and the Company 3 (*) Katsumasa Furuya (January 28, 1950) – None July 2002 January 2003 October 2004 April 1973 April 1998 July 1998 July 2001 July 2005 April 2009 July 2010 April 2019 May 2019 July 2019 Joined Fukoku Mutual Life Insurance Company General Manager, Business Headquarters General Manager, Retail Management Department General Manager, Kinki Block; General Manager, Osaka Kita Branch Director Director; General Manager, Retail Management Department Director; General Manager, Strategic Market Promotion Department Managing Director Director; Managing Executive Officer Director; Deputy President and Executive Officer Director Outside Auditor, the Company (current position) Full-time Corporate Adviser, Fukoku Mutual Life Insurance Company (current position) Joined Bank of Japan Board Director; CFO, Digital Garage, Inc. Vice President & Representative Director; COO & CFO President & Representative Director, Infoseek, Inc. Joined Torikai Law Office Partner lawyer, Wadakura Gate Law Office (current position) Outside Auditor, the Company (current position) April 1989 February 1996 May 1997 June 1999 January 2009 January 2016 May 2019 [Significant concurrent positions] Partner lawyer, Wadakura Gate Law Office Outside Director (Audit and Supervisory Committee Member), ValueCommerce Co., Ltd. Outside Director, Medical Data Vision Co., Ltd. – None 4 (*) Takao Nakamura (August 25, 1965) (Notes) 1. Mr. Youhei Furuhata, Mr. Katsumasa Furuya and Mr. Takao Nakamura are candidates for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. 2. The Company has designated Mr. Youhei Furuhata, Mr. Katsumasa Furuya and Mr. Takao Nakamura as independent directors as stipulated by the rules of the Tokyo Stock Exchange, and has registered them as such with the Exchange. If their election is approved, they will remain as independent directors. 3. Special notes regarding the candidates for Directors who are Audit and Supervisory Committee Members are as follows: (1) Reasons for nomination as candidates for Directors who are Audit and Supervisory Committee Members and roles expected of candidates for Outside Directors (i) Mr. Shinichi Mayama was nominated as a candidate for Director who is an Audit and Supervisory Committee Member based on our belief that he is well-suited to serve as a Director who is an Audit and Supervisory Committee Member due to his long-standing experience in accounting division and his considerable expertise in finance and accounting. (ii) Mr. Youhei Furuhata was nominated as a candidate for Outside Director who is an Audit and Supervisory Committee Member with the expectation that his abundant experience and broad insight as an experienced corporate manager will be leveraged in the Company’s management. (iii) Mr. Katsumasa Furuya was nominated as a candidate for Outside Director who is an Audit and Supervisory Committee Member with the expectation that his abundant experience and broad insight as an experienced corporate manager will be leveraged in the Company’s management. (iv) Mr. Takao Nakamura was nominated as a candidate for Outside Director who is an Audit and Supervisory Committee Member with the expectation that his professional expertise as a lawyer mainly in the areas of compliance with laws and regulations and articles of incorporation, and establishment and maintenance of the Company’s compliance system, as well as his excellent knowledge and in-depth experience as an experienced corporate manager, will be leveraged in the Company’s management. (2) Number of years as Outside Auditor since each candidate for Outside Director who is an Audit and Supervisory Committee Member assumed office (i) Mr. Youhei Furuhata will have served as Outside Auditor for 5 years at the conclusion of this Annual General – 21 – (ii) Mr. Katsumasa Furuya will have served as Outside Auditor for 3 years at the conclusion of this Annual General (iii) Mr. Takao Nakamura will have served as Outside Auditor for 3 years at the conclusion of this Annual General Meeting of Shareholders. Meeting of Shareholders. Meeting of Shareholders. 4. Details of the liability limitation agreements concluded with each Director who is an Audit and Supervisory Committee Member The Company has concluded an agreement with each of Messrs. Shinichi Mayama, Youhei Furuhata, Katsumasa Furuya and Takao Nakamura to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act to the predetermined amount of four million yen or more, or the minimum liability amount as stipulated by laws and regulations, whichever is higher, for cases falling under the requirements specified in laws and regulations. If their election is approved, the Company intends to continue the aforementioned liability limitation agreement with each of them. 5. Outline of the directors and officers liability insurance contract The Company has a policy to enter into a directors and officers liability insurance (“D&O Insurance”) contract with an insurance company for the Company’s and its subsidiaries’ Directors, Corporate Auditors and Executive Officers as the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act and use the D&O Insurance to cover the damage that may arise when the insured are held liable for damages in the course of performing their duties (excluding, however, those that constitute any of the exemptions specified in the insurance policy). The Company and its subsidiaries pay the entire amount of the premiums for the insured. If the appointment of the candidates for Directors who are Audit and Supervisory Committee Members is approved and the candidates assume the office of Directors who are Audit and Supervisory Committee Members, they will be named as the insured of the D&O Insurance policies. The Company plans to renew the D&O Insurance policies in October 2022. Expertise and skills of candidates for Directors Reference: The fields to which the Company particularly expects the candidates for Directors to be committed in light of the Company’s type of business, scale, etc. are marked with circles. Name Attribute Management experience Business strategy and marketing Finance and accounting Personnel management and training Legal affairs and risk management IT and digital Masaki Akita Takehiko Furuya Naoki Yokozeki Kazunori Morita Akiko Kawai Yoshizumi Nezu Hitoshi Kashiwaki Masako Yoshida Nanako Ishido Shinichi Mayama Youhei Furuhata Katsumasa Furuya Takao Nakamura Representative Representative Outside Director Outside Director Outside Director Outside Director Outside Director Outside Director Outside Director ○ ○ ○ ○ ○ ○ ○ ○ Directors Committee Members andSupervisory Directors who are Audit ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 22 – ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Proposal 4: Determination of the Amount of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members At the 137th Annual General Meeting of Shareholders held on May 25, 2006, it was resolved that the amount of remuneration for the Company’s Directors shall be set to not more than 360 million yen per year, and it remains unchanged to date. Subject to the approval of Proposal 1 “Partial Amendments to the Articles of Incorporation,” the Company will transition to a Company with an Audit and Supervisory Committee. Accordingly, in connection with this transition, the Company proposes that the provisions for the current amount of remuneration for Directors be abolished to newly set the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) and that the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) be set to not more than 360 million yen per year (including the amount of not more than 60 million yen per year for Outside Directors). If this proposal is approved, the Company will revise the word “Directors” as the persons who are eligible for remuneration specified in the policy on determination of details of remuneration, etc. for individual Directors on pages 14 through 16 of the Business Report (available only in Japanese version) to the word “Directors (excluding Directors who are Audit and Supervisory Committee Members)” at the meeting of the Board of Directors to be held after the closure of this Annual General Meeting of Shareholders for alignment with this proposal as approved. This proposal is to set the scope of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) to a reasonable extent taking into account factors such as economic conditions, the scale of the Company, the number of Directors and the level of remuneration adopted by other companies. As stated above, moreover, since the Company intends to revise the policy on determination of details of remuneration, etc. for individual Directors, this proposal is deemed necessary and appropriate to determine details of remuneration, etc. for individual Directors (excluding Directors who are Audit and Supervisory Committee Members) in line with the revised policy. In addition, the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) shall not include the portion of employee salaries for Directors who concurrently serve as employees. If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 2 “Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved as originally proposed, the Company will have 9 Directors (excluding Directors who are Audit and Supervisory Committee Members; including 4 Outside Directors). This proposal will take effect when Proposal 1 “Partial Amendments to the Articles of Incorporation” comes into effect. – 23 – Proposal 5: Determination of the Amount of Remuneration of Directors Who Are Audit and Supervisory Committee Members Subject to the approval of Proposal 1 “Partial Amendments to the Articles of Incorporation,” the Company will transition to a Company with an Audit and Supervisory Committee. Accordingly, in connection with this transition, the Company proposes that the amount of remuneration for Directors who are Audit and Supervisory Committee Members be set to not more than 84 million yen per year taking into account their duties and responsibilities. This proposal is to set the scope of remuneration for Directors who are Audit and Supervisory Committee Members to a reasonable extent taking into account factors such as their duties and the level of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members), and thus the content of this proposal is deemed necessary and appropriate. If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 3 “Election of 4 Directors Who Are Audit and Supervisory Committee Members” are approved as originally proposed, the Company will have 4 Directors who are Audit and Supervisory Committee Members. This proposal will take effect when Proposal 1 “Partial Amendments to the Articles of Incorporation” comes into effect. – 24 – Proposal 6: Determination of the Basic Policy for Introduction (Renewal) of the Countermeasures against Large-scale Acquisition of Company Shares (Takeover Defense Measures) The “basic policy fo