ドトール・日レスホールディングス（3087） – Notice of the 15th Annual General Meeting 2022

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. To Our Shareholders: Securities Code: 3087 May 6, 2022 Masanori Hoshino Representative Director and President DOUTOR·NICHIRES Holdings Co., Ltd. 10-11 Sarugakucho, Shibuya-ku, Tokyo Notice of the 15th Annual General Meeting of Shareholders You are cordially invited to the 15th Annual General Meeting of Shareholders of DOUTOR·NICHIRES Holdings Co., Ltd. (the “Company”), which will be held as indicated below. If you are unable to attend the meeting, please review the attached “Reference Documents for General Meeting of Shareholders” and exercise your voting rights by one of the methods described in “Information on Exercise of Voting Rights, etc.” on the following page by 5:00 p.m., Tuesday, May 24, 2022. 1. Date and Time: Wednesday, May 25, 2022, at 10:00 a.m. (Reception starts at 9:00 a.m.) Ballroom, 2nd basement, Cerulean Tower Tokyu Hotel 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo 2. Venue: 3. Purpose of the Meeting: Matters to be reported: 1. The Business Report, the Consolidated Financial Statements, and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Board for the 15th fiscal year (from March 1, 2021 to February 28, 2022) 2. The Non-consolidated Financial Statements for the 15th fiscal year (from March 1, 2021 to February 28, 2022) Matters to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendment to the Articles of Incorporation Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 4: Election of Three (3) Directors Who Are Audit and Supervisory Committee Members Committee Members Proposal No. 5: Election of Two (2) Directors Who Are Substitute Audit and Supervisory Proposal No. 6: Setting the Amount of Remuneration, etc. for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 7: Setting the Amount of Remuneration, etc. for Directors Who Are Audit and Supervisory Committee Members Proposal No. 8: Determination of Remuneration for Granting Restricted Stock to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) – 1 – ◎You are kindly requested to arrive early enough at the venue as the reception is very congested just before opening of the meeting every year. ◎If any changes are made to items in the “Reference Documents for General Meeting of Shareholders,” the Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements, such changes will be posted on the Company’s website. ◎Pursuant to laws and regulations and the provisions of the Company’s Articles of Incorporation, the Company provides the following matters from the required documents on the Company’s website. Accordingly, these matters are not available in this Notice of the General Meeting of Shareholders. 1) Notes to the Consolidated Financial Statements 2) Notes to the Non-consolidated Financial Statements http://www.dnh.co.jp/ – 2 – Information on Exercise of Voting Rights Voting rights at the Company’s General Meeting of Shareholders are shareholders’ important rights. Please exercise your voting rights after reviewing the attached Reference Documents for General Meeting of Shareholders. There are three methods to exercise your voting rights as indicated below. [Attending the General Meeting of Shareholders] Present the enclosed voting form to the reception desk at the meeting. Date and Time: Wednesday, May 25, 2022, at 10:00 a.m. (Reception starts at 9:00 a.m.) [Exercising voting rights in writing (by post)] Indicate your approval or disapproval of each proposal on the enclosed voting form and return the form. Input your approval or disapproval of each proposal following the instructions on the next page. Deadline for exercising voting rights: Tuesday, May 24, 2022, at 5:00 p.m. [Exercising voting rights via the Internet] Deadline for exercising voting rights: Tuesday, May 24, 2022, at 5:00 p.m. Information on How to Fill Out Your Voting Form Please indicate whether you approve or disapprove of each proposal. Proposals No. 1, 2, 6, 7 and 8 If you approve, put a circle in the box marked 賛 [Approve]. If you disapprove, put a circle in the box marked 否 [Disapprove]. Proposals No. 3, 4 and 5 If you approve the election of all candidates, put a circle in the box marked 賛 [Approve]. If you disapprove the election of all candidates, put a circle in the box marked 否 [Disapprove]. If you disapprove the election of certain candidates, put a circle in the box marked 賛 [Approve], and also write the candidate number for each candidate you disapprove to be elected. If you exercise your voting rights both in writing (by post) and via the Internet, etc., your voting via the Internet, etc. will be treated as valid. If you exercise your voting rights more than once via the Internet, etc., only the last voting will be treated as valid. – 3 – Information on Exercise of Voting Rights via the Internet, etc. Method of Scanning the QR Code “Smart Vote” You can log in to the website for exercising voting rights without inputting your voting right exercise code and password. 1 Please scan QR Code provided at the bottom right of the voting form. * “QR Code” is a registered trademark of DENSO WAVE INCORPORATED. 2 Please follow the directions that appear on the screen to input approval or disapproval of each proposal. Note that your voting rights can be exercised only once by using the “Smart Vote” method. If you change your votes after exercising your voting rights, please log in to the website for PC by using your voting right exercise code and password printed on the voting form, and exercise your voting rights again. * If you rescan the QR Code, you can access the website for PC. Method of Inputting the voting right exercise code and password The website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/ 1 Please access the website for exercise of voting rights. Click “Proceed to the next” 2 Please enter the voting right exercise code given on the voting form. Click “Next” Input the voting right exercise code Input your password 3 Please input the password given on the voting form. Set the new password that you will actually use Click “Register” 4 Please follow the directions that appear on the screen to input approval or disapproval of each proposal. In case you need instructions for how to operate your personal computer, smartphone or mobile phone in order to exercise your voting rights via the Internet, please contact: Internet Help Dial, Securities Agent Department, Mizuho Trust & Banking Co., Ltd. 0120-768-524 (Business hours: 9:00 – 21:00 (JST) Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc. – 4 – Reference Documents for General Meeting of Shareholders Proposal No. 1: Appropriation of Surplus The Company proposes the appropriation of surplus as follows. The policy concerning the appropriation of surplus for the fiscal year under review is to uphold the basic policy of distributing dividends commensurate with business performance as well as the basic policy of returning profits to our shareholders with a target dividend payout ratio of 20% to 30% while ensuring sufficient internal reserves are provided for further strengthening the corporate structure and for future business expansion. The Company proposes to increase the year-end dividend for the fiscal year under review by ¥2 per share due to the fact that operating cash flows excluding subsidies, etc. turned positive, while implementing the usual capital investment. Accordingly, including the interim dividend of ¥12 per share, the annual dividend will be ¥26 per share. Type of dividend property Cash Allotment of dividend property and their aggregate amount ¥14 per common share of the Company Total amount of dividends: ¥619,035,354 Effective date of dividends of surplus May 26, 2022 – 5 – Proposal No. 2: (1) Reasons for the Amendment Partial Amendment to the Articles of Incorporation 1. The Company is planning to transition from a company with an audit and supervisory board to a company with an audit and supervisory committee to achieve swifter decision-making and to further strengthen corporate governance by enhancing the supervisory function of the Board of Directors. Amendments necessary to transition to a company with an audit and supervisory committee include the establishment of provisions concerning audit and supervisory committee members and the audit and supervisory committee and the deletion of provisions concerning audit and supervisory board members and the audit and supervisory board. 2. With the transition to a company with an audit and supervisory committee, provisions that enable the delegation of all or some decisions concerning important operations to Directors by resolution of the Board of Directors to deal with changing circumstances while aiming for swift decision-making and flexible management. (Proposed Article 28) 3. A new provision is established that enables, by resolution of the Board of Directors, the exemption of Directors liability to the extent permitted by law in accordance with Article 426, paragraph 1 of the Companies Act, for the purpose of securing competent personnel as Directors and to enable them to adequately perform their expected roles. To enable Directors who are not Executive Directors, etc. to adequately perform their expected roles, and to secure competent personnel, the eligibility for entering into an agreement to limit damage compensation liability is amended so that such agreements can be entered into with Directors who are not Executive Directors, etc. (Proposed Article 32). This amendment is proposed with the consent of all Audit and Supervisory Board Members. 4. To enable the flexible distribution of dividends of surplus, etc., a new provision is proposed that enables the dividends of surplus, etc. also by resolution of the Board of Directors in accordance with the provisions of Article 459, paragraph 1 of the Companies Act. (Proposed Article 42) 5. 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 establish provisions concerning measures for providing information in electronic format, delete provision concerning Internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc. and establish transitional measures. (Proposed Article 16 and Supplementary Provisions) (2) Details of Amendment The details of amendments to the Articles of Incorporation are as follows. The amendments to the Articles of Incorporation relating to this proposal are to become effective at the conclusion of this general meeting of shareholders. – 6 – (Newly established) Pre-amended (Amended parts are underlined) Proposed Amendment Article 4. (Organs) The Company shall have, in addition to the general meeting of shareholders and Directors, the following organs: 1. Board of Directors 2. Audit and Supervisory Committee 3. Accounting Auditor Article 5. (Method of Public Notice) Article 4. (Method of Public Notice) 1. The method of public notices of the Company 1. The method of public notices of the Company 2. shall be electronic public notices. If the Company is unable to give an electronic public notice for any unavoidable reason, public notices of the Company shall be by publication in the “The Nikkei” newspaper. 2. shall be electronic public notices. If the Company is unable to give an electronic public notice for any unavoidable reason, public notices of the Company shall be by publication in the “The Nikkei” newspaper. Chapter II Shares Chapter II Shares Article 5. (Total Number of Shares Authorized to Be Issued) The total number of shares authorized to be issued by the Company shall be 200,000,000. Article 6. (Acquisition of own shares) The Company may acquire its own shares through market transactions, etc. upon resolution of the Board of Directors. Article 6. (Total Number of Shares Authorized to Be Issued) The total number of shares authorized to be issued by the Company shall be 200,000,000. Article 7. (Acquisition of own shares) The Company may acquire its own shares through market transactions, etc. upon resolution of the Board of Directors. Article 7. (Number of Shares per Share Unit) The number of shares constituting one unit of shares of the Company shall be 100. Article 8. (Number of Shares per Share Unit) The number of shares constituting one unit of shares of the Company shall be 100. Article 8. (Rights Regarding Shares Less Than One Unit) A shareholder of the Company may not exercise any rights other than the rights listed below with regard to shares less than one unit held by the shareholder: (1) Rights set forth in items of Article 189, paragraph 2 of the Companies Act; (2) Right to make a demand pursuant to the Article 9. (Rights Regarding Shares Less Than One Unit) A shareholder of the Company may not exercise any rights other than the rights listed below with regard to shares less than one unit held by the shareholder: (1) Rights set forth in items of Article 189, paragraph 2 of the Companies Act; (2) Right to make a demand pursuant to the provisions of Article 166, paragraph 1 of the Companies Act; provisions of Article 166, paragraph 1 of the Companies Act; (3) Right to receive an allotment of offered shares (3) Right to receive an allotment of offered shares and offered share acquisition rights in proportion to the number of shares held by the shareholder; and and offered share acquisition rights in proportion to the number of shares held by the shareholder; and (4) The right to make a demand as provided for in (4) The right to make a demand as provided for in the following Article. the following Article. – 7 – Pre-amended Proposed Amendment Article 9. (Request by a Shareholder for Sale of Shares Less than One Unit) A shareholder of the Company who holds shares less than one unit may request the Company to sell them such number of shares which will, when combined with the number of shares already held by the shareholder, constitute one share unit (hereinafter, “additional purchase”). Article 10. (Shareholder Register Administrator) Article 10. (Request by a Shareholder for Sale of Shares Less than One Unit) A shareholder of the Company who holds shares less than one unit may request the Company to sell them such number of shares which will, when combined with the number of shares already held by the shareholder, constitute one share unit (hereinafter, “additional purchase”). Article 11. (Shareholder Register Administrator) 1. The Company shall have a shareholder register 1. The Company shall have a shareholder register administrator. administrator. 2. The shareholder register administrator and the 2. The shareholder register administrator and the 3. The Company’s register of shareholders and 3. The Company’s register of shareholders and place of business thereof shall be designated by resolution of the Board of Directors and public notice thereof shall be given. register of share acquisition rights shall be located at the place of business of the shareholder register administrator and the entering or recording in the register of shareholders and the register of share acquisition rights, the buyback or additional purchase of shares less than one unit, and any other administration relating to shares or share acquisition rights shall be handled by the shareholder register administrator and not handled by the Company. place of business thereof shall be designated by the Board of Directors or a Director who has been delegated by resolution of the Board of Directors and public notice thereof shall be given. register of share acquisition rights shall be located at the place of business of the shareholder register administrator and the entering or recording in the register of shareholders and the register of share acquisition rights, the buyback or additional purchase of shares less than one unit, and any other administration relating to shares or share acquisition rights shall be handled by the shareholder register administrator and not handled by the Company. (Change in Japanese only; English unchanged) Article 11. (Share Handling Regulations) Handling of the Company’s shares, share acquisition rights, and fees therefor as well as the procedures for the exercise of rights by shareholder shall be governed by the Share Handling Regulations established by the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation. Article 12. (Share Handling Regulations) Handling of the Company’s shares, share acquisition rights, and fees therefor as well as the procedures for the exercise of rights by shareholder shall be governed by the Share Handling Regulations established by the Board of Directors or a Director who has been delegated by resolution of the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation. Article 12. (Record Date) The Company shall treat the shareholders with voting rights entered or recorded in the last register of shareholders as of the last day of February each year as shareholders entitled to exercise shareholder’s rights at the annual general meeting of shareholders relating to the relevant financial year. Chapter III General Meeting of Shareholders Article 13. (Record Date) The Company shall treat the shareholders with voting rights entered or recorded in the last register of shareholders as of the last day of February each year as shareholders entitled to exercise shareholder’s rights at the annual general meeting of shareholders relating to the relevant financial year. Chapter III General Meeting of Shareholders Article 13. (Convocation) An annual general meeting of shareholders of the Company shall be convened in May every year. An extraordinary general meeting of shareholders shall be convened whenever necessary. Article 14. (Convocation) An annual general meeting of shareholders of the Company shall be convened in May every year. An extraordinary general meeting of shareholders shall be convened whenever necessary. – 8 – Pre-amended Proposed Amendment Article 14. (Convener and Chairman of General Meeting of Shareholders) Article 15. (Convener and Chairman of General Meeting of Shareholders) 1. Unless otherwise provided in laws and 1. Unless otherwise provided in laws and regulations, the Director and President shall convene a general meeting of shareholders in accordance with a resolution of the Board of Directors. When the Director and President is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the Board of Directors, shall convene the general meeting of shareholders. regulations, the Director and President shall convene a general meeting of shareholders in accordance with a resolution of the Board of Directors. When the Director and President is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the Board of Directors, shall convene the general meeting of shareholders. 2. The Director and President shall chair the general meetings of shareholders. When the Director and President is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the Board of Directors, shall chair the general meeting of shareholders. 2. The Director and President shall chair the general meetings of shareholders. When the Director and President is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the Board of Directors, shall chair the general meeting of shareholders. (Deleted) Article 15. (Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for general meeting of shareholders, business report, non-consolidated financial statements and consolidated financial statements (including Accounting Auditor’s report and Audit and Supervisory Board Members’ report relating to any such consolidated financial statements) 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) Article 16 (Measures, etc. for Providing Information in Electronic Format) 1. The Company shall, when convening a general meeting of shareholders, take measures for providing information that constitutes the content of reference documents for general meeting of shareholders, 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. Article 16. (Proxy Voting) Article 17. (Proxy Voting) 1. Every shareholder may exercise his/her/its votes by having one other shareholder of the Company with voting rights act as a proxy on his/her/its behalf. In the case of the preceding paragraph, a shareholder or a proxy must submit to the Company a document evidencing the proxy’s authority to represent at each general meeting of shareholders. 2. 1. Every shareholder may exercise his/her/its votes by having one other shareholder of the Company with voting rights act as a proxy on his/her/its behalf. In the case of the preceding paragraph, a shareholder or a proxy must submit to the Company a document evidencing the proxy’s authority to represent at each general meeting of shareholders. 2. – 9 – Pre-amended Proposed Amendment Article 17. (Method for Making Resolutions) Article 18. (Method for Making Resolutions) 1. Unless otherwise provided for by laws and 1. Unless otherwise provided for by laws and 2. The resolutions of a general meeting of 2. The resolutions of a general meeting of regulations, and these Articles of Incorporation, resolutions of a general meeting of shareholders shall be made by a majority of the votes of the shareholders who are present at the meeting and entitled to exercise their votes at such meetings. shareholders as prescribed in Article 309, paragraph 2 of the Companies Act shall be made by at least two-thirds of the votes of the shareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. regulations, and these Articles of Incorporation, resolutions of a general meeting of shareholders shall be made by a majority of the votes of the shareholders who are present at the meeting and entitled to exercise their votes at such meetings. shareholders as prescribed in Article 309, paragraph 2 of the Companies Act shall be made by at least two-thirds of the votes of the shareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. Article 18. (Minutes) The substance of proceedings and the results of the general meeting of shareholders and other matters provided by laws and regulations shall be entered or recorded in minutes. Chapter IV Director and Board of Directors Article 19. (Minutes) The substance of proceedings and the results of the general meeting of shareholders and other matters provided by laws and regulations shall be entered or recorded in minutes. Chapter IV Director and Board of Directors Article 19. (Establishment of the Board of Directors) The Company shall have a Board of Directors. Article 20. (Number of Directors) The Company shall have not more than 12 Directors. (Deleted) Article 21. (Election of Directors) Article 21. (Election of Directors) 1. Directors shall be elected at a general meeting of 1. Directors shall be elected at a general meeting of 2. Resolutions on the election of a Director shall be 2. Resolutions on the election of a Director shall be shareholders. made by a majority of the votes of the shareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 3. Resolutions for the election of Directors shall not be conducted by cumulative voting. (Newly established) Article 20. (Number of Directors) The Company shall have not more than 12 Directors (excluding Directors who are Audit and Supervisory Committee Members) and not more than five (5) Audit and Supervisory Committee Members. shareholders, distinguishing between Directors who are Audit and Supervisory Committee Members and other Directors. made by a majority of the votes of the shareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 3. Resolutions for the election of Directors shall not be conducted by cumulative voting. 4. To prepare for cases where there is a vacancy resulting in a shortfall in the number of Directors who are Audit and Supervisory Committee Members stipulated in laws and regulations, the Company may elect Directors who are substitute Audit and Supervisory Committee Members at a general meeting of shareholders. – 10 – Article 22. (Term of Office of Directors) Article 22. (Term of Office of Directors) Pre-amended Proposed Amendment 1. The term of office of a Director shall expire at the conclusion of the annual general meeting of shareholders for the last business year ending within one (1) year after the election of the Director. 2. The term of office of a Director elected due to an increase in the number of Directors or as a substitute for another Director shall expire at the time of expiration of the term of office of other serving Directors. (Newly established) 1. The term of office of a Director (excluding Directors who are Audit and Supervisory Committee Members) shall expire at the conclusion of the annual general meeting of shareholders for the last business year ending within one (1) year after the election of the Director. (Deleted) 2. The term of office of a Director who is an Audit and Supervisory Committee Members shall expire at the conclusion of the annual general meeting of shareholders for the last business year ending within two (2) years from his or her election as Audit and Supervisory Committee Member. 3. The term of office of a Director who is an Audit and Supervisory Committee Member who is elected as the substitute for an Audit and Supervisory Committee Member who retired from office before the expiration of the term of office shall continue until the time the term of office of the Audit and Supervisory Committee Member who retired from office is to expire. 4. The effective period of the resolution for the election of a substitute Director who is an Audit and Supervisory Committee Member shall expire at the commencement of the annual general meeting of shareholders for the last business year ending within two (2) years from his or her election, unless shortened by such resolution. Article 23. (Representative Directors and Directors with Specific Titles) Director(s) from among the Directors (excluding Directors who are Audit and Supervisory Committee Members) by resolution of the Board of Directors. 2. Representative Directors represent the Company, and execute the business of the Company. 3. The Board of Directors may appoint, by its resolution, one Director and Chairman, one Director and President, one or a small number of Director and Vice Chairmen, one or a small number of Director and Vice Presidents, one or a small number of Senior Managing Directors, and one or a small number of Managing Directors from among the Directors (excluding Directors who are Audit and Supervisory Committee Members). Article 23. (Representative Directors and Directors with Specific Titles) 1. The Company shall appoint representative 1. The Company shall appoint representative Director(s) by resolution of the Board of Directors. 2. Representative Directors represent the Company, and execute the business of the Company. 3. The Board of Directors may appoint, by its resolution, one Director and Chairman, one Director and President, one or a small number of Director and Vice Chairmen, one or a small number of Director and Vice Presidents, one or a small number of Senior Managing Directors, and one or a small number of Managing Directors. Article 24. (Convener and Chairman of Meeting of the Board of Directors) Article 24. (Convener and Chairman of Meeting of the Board of Directors) 1. Unless otherwise provided for by laws and 1. Unless otherwise provided for by laws and 2. regulations, the Director and Chairman shall convene and chair meetings of the Board of Directors. In cases where the post of the Director and Chairman is vacant, or the Director and Chairman is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the 2. regulations, the Director and Chairman shall convene and chair meetings of the Board of Directors. In cases where the post of the Director and Chairman is vacant, or the Director and Chairman is prevented from so acting, another Director, who is designated in accordance with an order of priority determined in advance by the – 11 – Pre-amended Proposed Amendment Board of Directors, shall convene and chair meetings of the Board of Directors. Board of Directors, shall convene and chair meetings of the Board of Directors. Article 25. (Notice of Meeting of the Board of Directors) 1. When convening a meeting of the Board of Article 25. (Notice of Meeting of the Board of Directors) 1. When convening a meeting of the Board of Directors, a notice shall be dispatched to each Director and each Audit and Supervisory Board Member at least three days before the day of the meeting; provided, however, that this period may be reduced in case of urgent needs. 2. With the consent of all Directors and Audit and Supervisory Board Members, a meeting of the Board of Directors may be held without following the convening procedures. Article 26. (Method for Making Resolutions of the Board of Directors) Resolutions of the Board of Directors shall be made by a majority vote of the Directors who are present where a majority of Directors are present. Article 27. (Omission of Resolutions of the Board of Directors) The Company may, when all of the Directors indicate their consent in writing or by electromagnetic record, deem such indication to be the resolution of the Board of Directors adopting the proposal. However, this shall not apply in the case of an audit & supervisory board member having raised an objection. (Newly established) Article 28. (Minutes of Meetings of the Board of Directors) An overview of the proceedings at a meeting of the Board of Directors, the results thereof, as well as other matters prescribed in laws and regulations shall be entered or recorded in the minutes, which shall be signed and stamped, or electronically signed by the Directors and Audit and Supervisory Board Members who were in attendance. Directors, a notice shall be dispatched to each Director at least three days before the day of the meeting; provided, however, that this period may be reduced in case of urgent needs. 2. With the consent of all Directors, a meeting of the Board of Directors may be held without following the convening procedures. Article 26. (Method for Making Resolutions of the Board of Directors) Resolutions of the Board of Directors shall be made by a majority vote of the Directors who are present where a majority of Directors are present. Article 27. (Omission of Resolutions of the Board of Directors) The Company may, when all of the Directors indicate their consent in writing or by electromagnetic record, deem such indication to be the resolution of the Board of Directors adopting the proposal. Article 28. (Delegation of a Decision on the Execution of Important Operations) Under Article 399-13, paragraph 6 of the Companies Act, the Company may delegate all or some decisions concerning the execution of important operations (excluding matters listed in the items under paragraph 5 of said article) to Directors by resolution of the Board of Directors. Article 29. (Minutes of Meetings of the Board of Directors) An overview of the proceedings at a meeting of the Board of Directors, the results thereof, as well as other matters prescribed in laws and regulations shall be entered or recorded in the minutes, which shall be signed and stamped, or electronically signed by the Directors who were in attendance. – 12 – Pre-amended Proposed Amendment Article 29. (Regulations of the Board of Directors) Matters concerning the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation. Article 30. (Regulations of the Board of Directors) Matters concerning the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation. Article 30. (Directors’ Remuneration, Etc.) The remuneration, bonuses and other monetary benefits to be received by Directors from the Company as consideration for execution of duties (hereinafter, “Remuneration, etc.”) shall be determined by resolution of a general meeting of shareholders. Article 31. (Directors’ Remuneration, Etc.) The remuneration, bonuses and other monetary benefits to be received by Directors from the Company as consideration for execution of duties (hereinafter, “Remuneration, etc.”) shall be determined by resolution of a general meeting of shareholders, distinguishing between Directors who are Audit and Supervisory Committee Members and other Directors. Article 31. (Exemption of Outside Directors’ Liabilities) Article 32 (Exemption of Directors’ Liabilities) (Newly established) 1. The Company may, by a resolution of the Board of Directors under Article 426, paragraph 1 of the Companies Act, exempt Directors (including former Directors) from their damage compensation liabilities provided for in Article 423, paragraph 1 of the Companies Act to the extent permitted by law. 2. The Company may, in accordance with Article 427, paragraph 1 of the Companies Act, enter into an agreement with Directors (excluding Executive Directors, etc.) that limits their damage compensation liability in cases where the criteria stipulated by laws and regulations regarding compensation liability pursuant to Article 423, paragraph 1 of the Companies Act apply; provided, however, that the maximum amount of their liabilities based on said agreement shall be the aggregate amount of the amounts stipulated in each item under Article 425, paragraph 1 of the Companies Act. The Company may, in accordance with Article 427, paragraph 1 of the Companies Act, enter into an agreement with Outside Directors that limits their damage compensation liability in cases where the criteria stipulated by laws and regulations regarding compensation liability pursuant to Article 423, paragraph 1 of the Companies Act apply; provided, however, that the maximum amount of their liabilities based on said agreement shall be the aggregate amount of the amounts stipulated in each item under Article 425, paragraph 1 of the Companies Act. Chapter V. Audit and Supervisory Board Members and Audit and Supervisory Board Article 32. (Establishment of Audit and Supervisory Board Members and Audit and Supervisory Board) The Company shall have Audit and Supervisory Board Members and an Audit and Supervisory Board. Article 33. (Number of Audit and Supervisory Board Members) The Company shall have not more than six (6) Audit and Supervisory Board Members. (Deleted) (Deleted) (Deleted) – 13 – Pre-amended Proposed Amendment Article 34. (Election of Audit and Supervisory Board Members) (Deleted) Article 35. (Term of Office of Audit and Supervisory Board Members) (Deleted) 1. Audit and Supervisory Board Members shall be elected at a general meeting of shareholders. 2. Resolutions on the election of Audit and Supervisory Board Members shall be made by a majority of the votes of the shareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 1. The term of office of an Audit and Supervisory Board Member shall expire at the conclusion of the annual general meeting of shareholders for the last business year ending within four (4) years after the election of the Audit and Supervisory Board Member. 2. The term of office of an Audit and Supervisory Board Member who is elected as the substitute for an Audit and Supervisory Board Member who retired from office before the expiration of the term of office shall continue until the time the term of office of the Audit and Supervisory Board Member who retired from office is to expire. Article 36. (Full-Time Audit and Supervisory Board Members) The Audit and Supervisory Board shall appoint full-time Audit and Supervisory Board Member(s) from among the Audit and Supervisory Board Members. Article 37. (Notice of Meeting of the Audit and Supervisory Board) 1. When convening a meeting of the Audit and (Deleted) (Deleted) Supervisory Board, a notice shall be dispatched to each Audit and Supervisory Board Member at least three (3) days before the day of the meeting; provided, however, that this period may be reduced in case of urgent needs. 2. With the consent of all Audit and Supervisory Board Members, a meeting of the Audit and Supervisory Board may be held without following the convening procedures. Article 38. (Method for Making Resolutions of the Audit and Supervisory Board) Unless otherwise provided in laws and regulations, resolutions of the Audit and Supervisory Board shall be made by a majority vote of the Audit and Supervisory Board Members. Article 39. (Minutes of Meetings of the Audit and Supervisory Board) An overview of the proceedings at a meeting of the Audit and Supervisory Board, the results thereof, as well as other matters prescribed in laws and regulations shall be entered or recorded in the minutes, which shall be signed and stamped, or electronically signed by the Audit and Supervisory Board Members who were in attendance. (Deleted) (Deleted) – 14 – Pre-amended Proposed Amendment (Deleted) (Deleted) (Deleted) Article 40. (Regulations of the Audit and Supervisory Board) Matters concerning the Audit and Supervisory Board shall be governed by the Regulations of the Audit and Supervisory Board established by the Audit and Supervisory Board, in addition to laws and regulations and these Articles of Incorporation. Article 41. (Audit and Supervisory Board Member’ Remuneration, Etc.) The remuneration, etc. of Audit and Supervisory Board Members shall be determined by resolution of a general meeting of shareholders. Article 42. (Exemption of Outside Audit and Supervisory Board Members’ Liabilities) The Company may, in accordance with Article 427, paragraph 1 of the Companies Act, enter into an agreement with Outside Audit and Supervisory Board Members that limits their damage compensation liability in cases where the criteria stipulated by laws and regulations regarding compensation liability pursuant to Article 423, paragraph 1 of the Companies Act apply; provided, however, that the maximum amount of their liabilities based on said agreement shall be the aggregate amount of the amounts stipulated in each item under Article 425, paragraph 1 of the Companies Act. (Newly established) (Newly established) (Newly established) Chapter V. Audit and Supervisory Committee Article 33. (Full-Time Audit and Supervisory Committee Members) The Audit and Supervisory Committee may appoint, by its resolution, full-time Audit and Supervisory Committee Members. Article 34. (Notice of Meeting of the Audit and Supervisory Committee) 1. When convening a meeting of the Audit and Supervisory Committee, a notice shall be dispatched to each Audit and Supervisory Committee Member at least three (3) days before the day of the meeting; provided, however, that this period may be reduced in case of urgent needs. 2. With the consent of all Audit and Supervisory Committee Members, a meeting of the Audit and Supervisory Committee may be held without following the convening procedures. Article 35. (Method for Making Resolutions of the Audit and Supervisory Committee) Resolutions of the Audit and Supervisory Committee shall be made by a majority vote when the majority of Audit and Supervisory Committee Members entitled to participate in the vote are present. – 15 – (Newly established) Pre-amended Proposed Amendment (Newly established) Article 36. (Minutes of Meetings of the Audit and Supervisory Committee) An overview of the proceedings at a meeting of the Audit and Supervisory Committee, the results thereof, as well as other matters prescribed in laws and regulations shall be entered or recorded in the minutes, which shall be signed and stamped, or electronically signed by the Audit and Supervisory Committee Members who were in attendance. Article 37. (Regulations of the Audit and Supervisory Committee) Matters concerning the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Supervisory Committee established by the Audit and Supervisory Committee, in addition to applicable laws and regulations and these Articles of Incorporation. Chapter VI. Accounting Auditor Chapter VI. Accounting Auditor Article 43. (Establishment of an Accounting Auditor) The Company shall have an Accounting Auditor. (Deleted) Article 44. (Appointment of Accounting Auditor) The Accounting Auditor shall be appointed by resolution of a general meeting of shareholders. Article 45. (Term of Office of Accounting Auditor) Article 38. (Appointment of Accounting Auditor) The Accounting Auditor shall be appointed by resolution of a general meeting of shareholders. Article 39. (Term of Office of Accounting Auditor) 1. The term of office of the Accounting Auditor shall expire at the conclusion of the annual general meeting of shareholders for the last business year within one (1) year after the appointment of the Accounting Auditor. 2. The Accounting Auditor shall, unless otherwise resolved at the annual general meeting of shareholders referred to in the preceding paragraph, be deemed to have been reappointed at such annual general meeting of shareholders. 1. The term of office of the Accounting Auditor shall expire at the conclusion of the annual general meeting of shareholders for the last business year within one (1) year after the appointment of the Accounting Auditor. (Change in Japanese only; English unchanged) 2. The Accounting Auditor shall, unless otherwise resolved at the annual general meeting of shareholders referred to in the preceding paragraph, be deemed to have been reappointed at such annual general meeting of shareholders. Article 46. (Accounting Auditor’s Remuneration, Etc.) The remuneration, etc. of the Accounting Auditor shall be determined by the Representative Director with the consent of the Audit and Supervisory Board. Article 40. (Accounting Auditor’s Remuneration, Etc.) The remuneration, etc. of the Accounting Auditor shall be determined by the Representative Director with the consent of the Audit and Supervisory Committee. Chapter VII. Accounts Chapter VII. Accounts Article 47. (Business Year) The business year of the Company shall commence on March 1 of each year and end on the last day of February of the following year. Article 41. (Business Year) The business year of the Company shall commence on March 1 of each year and end on the last day of February of the following year. – 16 – (Newly established) (Newly established) Pre-amended Proposed Amendment Article 42. (Organizational Body to Determine Dividends of Surplus, Etc.) Unless otherwise provided for by laws and regulations, the Company may, by resolution of the Board of Directors, determine dividends of surplus and other matters set forth in the items of Article 459, paragraph 1 of the Companies Act. Article 43. (Record Date for Dividends of Surplus) 1. The record date for year-end dividends of the Company shall be the last day of February of each year. 2. The record date for interim dividends of the 3. Company shall be August 31 of each year. In addition to the provisions of the preceding two paragraphs, the Company may distribute dividends of surplus by setting a record date. (Deleted) (Deleted) Article 48. (Year-end Dividends) The Company may, in accordance with a resolution of the general meeting of shareholders, distribute monetary dividends of surplus (hereinafter, “Year-end Dividends”) to shareholders or registered share pledgees last entered or recorded in the register of shareholders as of the last day of February each year. Article 49. (Interim Dividends) The Company may, in accordance with a resolution of the Board of Directors, distribute dividends of surplus as stipulated in Article 454, paragraph 5 of the Companies Act (hereinafter, “Interim Dividends”) to shareholders or registered share pledgees last entered or recorded in the register of shareholders as of August 31 each year. Article 50. (Prescription Period for Year-End Dividends, etc.) Article 44. (Prescription Period for Year-End Dividends, etc.) 1. In cases where the Year-end Dividends and Interim Dividends have not been received after the lapse of three (3) full years from the date of commencement of payment thereof, the Company shall be exempt from the obligation to distribute such dividends. 1. In cases where the year-end dividends and interim dividends have not been received after the lapse of three (3) full years from the date of commencement of payment thereof, the Company shall be exempt from the obligation to distribute such dividends. 2. No interest shall accrue on unpaid Year-end 2. No interest shall accrue on unpaid year-end Dividends and Interim Dividends. dividends and interim dividends. – 17 – (Newly established) Supplementary Provisions Pre-amended Proposed Amendment 1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of Shareholders, Etc.) in the pre-amended Articles of Incorporation and the establishment of new Article 16 (Measures, etc. for Providing Information in Electronic Format) in the amended Articles of Incorporation shall be effective from September 1, 2022, which is the date of enforcement 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 provision of the preceding paragraph, Article 15 of the pre-amended Articles of Incorporation shall remain effective regarding any general meeting of shareholders held on a date within six (6) months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six (6) months have elapsed from the Date of Enforcement or three (3) months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 18 – Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and adopted as submitted, the Company will make the transition to a company with an audit and supervisory committee and the terms of office of all ten (10) Directors will expire when the amendment to the Articles of Incorporation takes effect. Therefore, the Company proposes to elect nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same shall apply in this Proposal). The resolution for this proposal can only take effect on the condition that the amendment to the Articles of Incorporation of Proposal No. 2 “Partial Amendment to the Articles of Incorporation” takes effect. The candidates for Director are as follows: Position and Responsibility in the Company Attribute Name No. 1 Hirofumi Obayashi 2 Masanori Hoshino 3 Motoya Takebayashi 4 Yasuyuki Tenma 5 Masahiro Kanno 6 Tomoyo Goda 7 Kazuhiro Sekine 8 Masaharu Kohno Representative Director and Chairman Representative Director and President Managing Director Managing Director Director Director Director Outside Director 9 Azuma Ohtsuka Outside Director Reelection Reelection Reelection Reelection Reelection Reelection Reelection Reelection Outside Independent Reelection Outside Independent For reference: Policies and procedures for nominating candidates for Director Important executives and people in charge of primary business companies, etc. are nominated as candidates for Director based on the assumption that they have extensive experience, professional knowledge, and good managerial judgment and personality. The Board of Directors has deliberated and decided the nomination of candidates for Director to be proposed at the General Meeting of Shareholders. – 19 – 1 Hirofumi Obayashi (Date of Birth: August 4, 1944) Number of the Company’s shares held: 6,779,100 shares [Career summary, and position and responsibility in the Company] Aug. 1973 Representative Director and President, following establishment of Bolsts Japan Co., Ltd. (The trade name changed to Minami Indo Co., Ltd., which was merged with NIPPON RESTAURANT SYSTEM. INC in June 2001) Oct. 1973 Director, Shosan restaurant planning Co., Ltd. (currently NIPPON RESTAURANT Feb. 1976 SYSTEM. INC) Representative and Senior Managing Director, Shosan restaurant planning Co., Ltd. Aug. 1977 Director, German Restaurant System Co., Ltd. (currently NIPPON Jun. 1978 RESTAURANT SYSTEM. INC) Representative and Senior Managing Director, Shosan restaurant planning Co., Ltd. stated above and German Restaurant System Co., Ltd. stated above were merged into NIPPON RESTAURANT SYSTEM. INC Representative Director and President, NIPPON RESTAURANT SYSTEM. INC Representative Director and Chairman, NIPPON RESTAURANT SYSTEM. INC Representative Director and Chairman, the Company Jul. 1979 Aug. 2005 Oct. 2007 May 2008 Director, the Company May 2016 May 2016 Representative Director and Chairman, the Company (incumbent) Representative Director and Chairman and President, NIPPON RESTAURANT SYSTEM. INC (incumbent) Representative Director and Chairman, Doutor Coffee Co., Ltd. (incumbent) May 2016 Director, Doutor Coffee Co., Ltd. Apr. 2017 Significant concurrent positions outside the Company Representative Director and Chairman and President, NIPPON RESTAURANT SYSTEM. INC Representative Director and Chairman, Doutor Coffee Co., Ltd. Representative Director and Chairman, SUNMERRY’S INC. Representative Director and Chairman, Premium Coffee & Tea Co., Ltd. Reasons for nomination as candidate for Director Hirofumi Obayashi has been Director since the establishment of the Company in October 2007, and as Representative Director and Chairman of the Company, he has exhibited strong leadership with the aim of enhancing corporate value since May 2016. He has developed new brands proactively and contributed to improvement of the Group’s profitability. Therefore, the Company believes that he is a qualified person and has nominated him as a candidate to continue serving as Director. Reelection Terms of office: 15 years Number of Board of Directors meetings attended: 11/17 2 Masanori Hoshino (Date of Birth: October 22, 1959) Number of the Company’s shares held: 17,300 shares Joined Doutor Coffee Co., Ltd. Senior Executive Director, Doutor Coffee Co., Ltd. [Career summary, and position and responsibility in the Company] Apr. 1983 Jun. 2000 Director, Doutor Coffee Co., Ltd. Jun. 2002 Managing Director, Doutor Coffee Co., Ltd. Jun. 2004 Jul. 2005 Vice President and Director, Doutor Coffee Co., Ltd. Oct. 2007 Director, the Company Representative Director and President, the Company (incumbent) May 2008 May 2011 Representative Director and Chairman, Doutor Coffee Co., Ltd. May 2013 Director, NIPPON RESTAURANT SYSTEM. INC (incumbent) Apr. 2017 Significant concurrent positions outside the Company Representative Director and President, Doutor Coffee Co., Ltd. Representative Director and President, D&N International Co., Ltd. Director, NIPPON RESTAURANT SYSTEM. INC Reasons for nomination as candidate for Director Masanori Hoshino was appointed as Representative Director and President in May 2008 and has exhibited strong organizational operating expertise from a Group-wide perspective in his execution of operations with the aim of enhancing corporate value. The Company believes that he is a qualified person to execute business operations with the aim of enhancing the corporate value and ensuring sustainable growth of the Group and has therefore nominated him as a candidate to continue serving as Director. Representative Director and President, Doutor Coffee Co., Ltd. (incumbent) Reelection Terms of office: 15 years Number of Board of Directors meetings attended: 17/17 – 20 – 3 Motoya Takebayashi (Date of Birth: May 26, 1966) Number of the Company’s shares held: 5,700 shares Reelection Terms of office: 5 years Number of Board of Directors meetings attended: 17/17 [Career summary, and position and responsibility in the Company] Oct. 1997 Mar. 2010 Joined Doutor Coffee Co., Ltd. Senior Executive Officer, General Manager of Business Management Division, Doutor Coffee Co., Ltd. Senior Executive Director, Doutor Coffee Co., Ltd. (incumbent) May 2014 Director, Doutor Coffee Co., Ltd. May 2016 Managing Director, Doutor Coffee Co., Ltd. May 2017 Director, the Company May 2018 Managing Director, the Company (incumbent) May 2018 Significant concurrent positions outside the Company Senior Executive Director, Doutor Coffee Co., Ltd. Reasons for nomination as candidate for Director Motoya Takebayashi worked to expand the Company’s sales channels as a sales manager in the Group. The Company believes that he is a qualified person to execute business operations utilizing his experiences up to now with the aim of ensuring sustainable growth of the Group and has therefore nominated him as a candidate to continue serving as Director. 4 Yasuyuki Tenma (Date of Birth: April 28, 1960) Number of the Company’s shares held: 24,137 shares Reelection Terms of office: 2 years Number of Board of Directors meetings attended: 17/17 [Career summary, and position and responsibility in the Company] Jan. 1994 Apr. 2003 General Manager of Location Development Division, NIPPON RESTAURANT Joined NIPPON RESTAURANT SYSTEM. INC Aug. 2005 Director, General Manager of Location Development Division, NIPPON SYSTEM. INC RESTAURANT SYSTEM. INC May 2018 Managing Director, General Manager of Location Development Division, NIPPON RESTAURANT SYSTEM. INC (incumbent) Senior Managing Director, NIPPON RESTAURANT SYSTEM. INC (incumbent) May 2020 Managing Director, the Company (incumbent) May 2020 Significant concurrent positions outside the Company Senior Managing Director, NIPPON RESTAURANT SYSTEM. INC Reasons for nomination as candidate for Director Yasuyuki Tenma worked to expand business operations in his work opening many new stores as a store development manager in the Group. The Company believes that he is a qualified person to execute business operations of the Group utilizing his experiences up to now and has therefore nominated him as a candidate to continue serving as Director. 5 Masahiro Kanno (Date of Birth: January 23, 1959) Number of the Company’s shares held: 7,200 shares Reelection Terms of office: 6 years Number of Board of Directors meetings attended: 17/17 [Career summary, and position and responsibility in the Company] Aug. 1979 Mar. 2008 Joined Doutor Coffee Co., Ltd. Senior Executive Officer, General Manager of Merchandise Production Division, Doutor Coffee Co., Ltd. Representative Director and President, SUNMERRY’S INC. (incumbent) Representative Director and President, Premium Coffee & Tea Co., Ltd. (incumbent) May 2014 Director, Doutor Coffee Co., Ltd. Dec. 2015 May 2016 Director, the Company (incumbent) May 2018 May 2018 Managing Director, Doutor Coffee Co., Ltd. (incumbent) Significant concurrent positions outside the Company Representative Director and President, SUNMERRY’S INC. Representative Director and President, Premium Coffee & Tea Co., Ltd. Managing Director, Doutor Coffee Co., Ltd. Reasons for nomination as candidate for Director Masahiro Kanno has worked for coffee procurement, roasting and production, and improvement of quality management in the Group. The Company believes that he is a qualified person to execute business operations as a director responsible for coffee procurement and roasting and production of the Group and has therefore nominated him as a candidate to continue serving as Director. – 21 – 6 Tomoyo Goda (Date of Birth: September 8, 1970) Number of the Company’s shares held: 10,017 shares Reelection Terms of office: 6 years Number of Board of Directors meetings attended: 17/17 [Career summary, and position and responsibility in the Company] Apr. 1994 Aug. 2005 Director, NIPPON RESTAURANT CONFECTIONERY Co., Ltd. (merged with Joined NIPPON RESTAURANT SYSTEM. INC NIPPON RESTAURANT SYSTEM. INC in February 2009) Apr. 2008 Managing Director, NIPPON RESTAURANT CONFECTIONERY Co., Ltd. Aug. 2008 Director, D&N CONFECTIONERY Co., Ltd May 2013 Director, NIPPON RESTAURANT SYSTEM. INC May 2016 Director, the Company (incumbent) May 2016 Managing Director, D&N CONFECTIONERY Co., Ltd May 2018 Representative Director and President, D&N CONFECTIONERY Co., Ltd (incumbent) May 2018 Managing Director, NIPPON RESTAURANT SYSTEM. INC (incumbent) Significant concurrent positions outside the Company Representative Director and President, D&N CONFECTIONERY Co., Ltd Managing Director, NIPPON RESTAURANT SYSTEM. INC Reasons for nomination as candidate for Director Tomoyo Goda worked to improve profitability as the person in charge of Western confectionery manufacturing and product development in the Group. The Company believes that she is a qualified person to execute business operations, utilizing her experiences up to now as well as her perspective and sensibilities as a woman, and has therefore nominated her as a candidate to continue serving as Director. 7 Kazuhiro Sekine (Date of Birth: November 17, 1965) Number of the Company’s shares held: 4,100 shares Reelection Terms of office: 4 years Number of Board of Directors meetings attended: 17/17 [Career summary, and position and responsibility in the Company] Jan. 2007 Apr. 2010 General Manager of Public Relations, Management Control Division, Doutor Coffee Joined Doutor Coffee Co., Ltd. Dec. 2010 General Manager of Public and Investor Relations, the Company Mar. 2015 General Manager of Management Control Division, Doutor Coffee Co., Ltd. Co., Ltd. (incumbent) May 2017 Director, Doutor Coffee Co., Ltd. (incumbent) May 2018 Director, the Company (incumbent) Significant concurrent positions outside the Company Director, Doutor Coffee Co., Ltd. Reasons for nomination as candidate for Director Kazuhiro Sekine has worked to promote continued enhancement of corporate value as the person in charge of Public and Investor Relations in the Company and the Group. In addition, he has worked for strengthening the management system of Doutor Coffee Co., Ltd. as Director and General Manager of Management Control Division. The Company believes that he is a qualified person to execute business operations utilizing his experiences up to now and has therefore nominated him as a candidate to continue serving as Director. – 22 – 8 Masaharu Kohno (Date of Birth: December 21, 1948) Number of the Company’s shares held: 1,200 shares Reelection Candidate for Outside Director Candidate for Independent Director Terms of office: 7 years Number of Board of Directors meetings attended: 16/17 [Career summary, and position and responsibility in the Company] Joined the Ministry of Foreign Affairs of Japan Apr. 1973 Consul General, the Consulate-General of Japan in Los Angeles Apr. 2001 Aug. 2005 Director-General of Foreign Policy Bureau, the Ministry of Foreign Affairs of Japan Jan. 2007 Deputy Minister for Foreign Affairs (in charge of economy), the Ministry of Foreign Affairs of Japan Apr. 2009 Ambassador of Japan to Russia Mar. 2011 Ambassador of Japan to Italy Mar. 2014 Executive Board Member, the Tokyo Organising Committee of the Olympic and Paralympic Games Special Representative of the Government of Japan Sep. 2014 May 2015 Outside Director, the Company (incumbent) Jun. 2015 Outside Director, Sumitomo Mitsui Financial Group, Inc. (incumbent) Significant concurrent positions outside the Company Outside Director, Sumitomo Mitsui Financial Group, Inc. Reasons for nomination as candidate for Outside Director and overview of the role expected to be fulfilled if elected as Outside Director Although Masaharu Kohno has not been involved in corporate management other than having served as an outside officer, he has extensive experiences as diplomat, and broad professional knowledge about international affairs, and has expressed his opinions and provided proposals at meetings of the Board of Directors in a timely and appropriate manner. The Company believes that he is a qualified person to supervise management of the Company and has nominated him as a candidate to continue