a Shareholder’s Proposal Letter and the Company’s …...proposal (the “Shareholder’s Proposal”) regarding the agenda items for the Company’s 77th Annual General Meeting

Notice: This document is a translation of the original Japanese document and is only for reference

purposes. In the event of any discrepancy between this translated document and the original

Japanese document, the latter shall prevail.

[Translation]

April 23, 2020

To whom it may concern:

Company name: SANYO SHOKAI LTD.

Representative: Masayuki Nakayama,

Representative Director,

President & Chief Operating Officer

(Securities Code: 8011

First section of the Tokyo Stock Exchange)

Contact: Masako Iwasaki, General Manager,

Corporate Communication Department,

Corporate Management Headquarters

TEL 03-6380-5055

Notice Concerning Receipt of a Shareholder’s Proposal Letter and the Company’s Board of Directors’

Opinion Regarding the Shareholder’s Proposal

The Company hereby notifies that it has passed, at the Board of Directors meeting held today, a

resolution opposing a proposal made by RMB Japan Opportunities Fund, LP, a shareholder of the

Company (the “Proposing Shareholder”), from whom the Company received a letter dated March 28,

2020 (the “Shareholder’s Proposal Letter”) to the effect that it proposes to make a shareholder’s

proposal (the “Shareholder’s Proposal”) regarding the agenda items for the Company’s 77th Annual

General Meeting of Shareholders to be held on May 26, 2020 (the “Shareholders Meeting”), as

described below.

Please also see Attachment 1 for the Company’s proposal regarding election of its Directors at the

Shareholders Meeting.

Description

1. Proposing Shareholder

Shareholder’s name: RMB Japan Opportunities Fund, LP

2. Outline of proposal

(1) Agenda item

Election of seven (7) Directors

(2) Contents of proposal

Regarding the Shareholder’s Proposal, please see Attachment 2 “The Shareholder’s Proposal Letter”

for a summary of the proposal and the reasons for making the proposal.

Please note that Attachment 2 “The Shareholder’s Proposal Letter” shows the relevant portion of the

Shareholder’s Proposal Letter, submitted by the Proposing Shareholder, exactly as presented therein

originally.




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3. The Company’s Board of Directors’ opinion regarding the Shareholder's Proposal

For the reasons described in (1) to (3) below, the Company’s Board of Directors opposes the

Shareholder’s Proposal because the entire Shareholder’s Proposal is problematic.

(1) Company’s proposed nominees for Directors is optimal to achieve business reform and to

ensure prompt realization of the Company’s revitalization

On December 31, 2019, Mr. Isao Iwata, the Company’s Representative Director and President,

resigned from his position as the Company’s Representative Director and was replaced by Mr.

Masayuki Nakayama (“Mr. Nakayama”). On March 1, 2020, the Company retained, as its Executive

Vice President, Mr. Shinji Oe (“Mr. Oe”), who had successively assumed various senior management

positions, including Director and Vice President at Goldwin Inc., a listed company engaged in the

apparel industry. Mr. Oe led the turnaround at Goldwin Inc. These actions marked the start of the

Company’s movement towards the restructuring of its business. Furthermore, on April 14, 2020, the

Company decided that effective from the end of the Shareholders Meeting, Mr. Oe would become the

Representative Director and President, and Mr. Nakayama, would become Representative Director and

Vice President, in order to reinforce the Company’s management execution system and accelerate the

revitalization of the Company’s business.

Upon the approval of the Company’s proposal regarding election of its Directors (as described in

Attachment 1) at the Shareholders Meeting, the Company’s Board of Directors would consist of three

(3) inside Directors (two (2) of whom would be newly elected), including Mr. Oe and Mr. Nakayama,

and six (6) independent outside Directors (all of whom would be newly elected) who have experience

in corporate management (the “Company’s Proposed Director Candidate Team”). Furthermore, upon

the approval of Proposal No. 2 (Partial Amendment to the Articles of Incorporation) at the

Shareholders Meeting, an outside Director independent of management of the Company would be

entitled to serve as the Chairman of meetings of the Board of Directors, which would significantly

improve the Company’s corporate governance.

In addition, all of the six (6) independent outside Directors would not only have deep corporate

management experience and extensive knowledge of the retail business, but also would have various

complimentary professional skills, as described in the “Skills Matrix” in Attachment 1. Accordingly,

the Company is confident that its proposed re-configured Board of Directors would be optimal to

promptly and definitively achieve the Company’s Rehabilitation Plan (meaning the Company’s

Rehabilitation Plan as announced on April 14, 2020) and best protect the interests of the Company’s

shareholders.

The Company’s Proposed Director Candidate Team was first proposed by the Company’s Nominating

and Compensation Committee, which consists of one (1) inside Director and two (2) independent

outside Directors and whose chairperson is an independent outside Director; and thereafter

unanimously approved by the Company’s Board of Directors.

Consequently, the Company firmly believes that the Company’s Proposed Director Candidate Team

would contain the optimal members to effectively implement a profound business reform and

promptly achieve the Rehabilitation Plan, while concurrently safeguarding the best interests of the

Company’s shareholders through excellent corporate governance.

(2) Director nominees in the Shareholder’s Proposal are not suitable to turnaround the Company’s

business

(i) Director nominees in the Shareholder’s Proposal do not intend to serve as Directors

The Proposing Shareholder lists Mr. Tetsuo Komori (“Mr. Komori”) and Mr. Oe as Director nominees

in the Shareholder Proposal, and appears to propose a management scheme in which these persons




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would lead the management of the Company. In addition to Mr. Komori and Mr. Oe, the Proposing

Shareholder proposes five outside Director nominees, including two current outside Directors of the

Company (the “Shareholder’s Proposal Director Candidate Team”).

However, two persons nominated by the Proposing Shareholder to be outside Director candidates (Mr.

Kiyoto Matsuda, and Mr. Masahide Yano (“Mr. Matsuda” and “Mr. Yano,” respectively)) declared that

they did not participate in any discussions with the Proposing Shareholder concerning their serving as

Directors, and neither of them intend to serve as Directors after the close of the Shareholders Meeting.

Furthermore, Mr. Oe who is also a Director nominee in the Company’s proposal, did not participate in

any discussions with the Proposing Shareholder concerning his serving as a Director as part of the

Shareholder’s Proposal. Mr. Oe has declared that he is of the opinion that it would be extremely

difficult to realize the Rehabilitation Plan in a definitive and prompt manner with the Shareholder’s

Proposal Director Candidate Team who do not share the management plan.

In light of the foregoing, the Company views Director nominees in the Shareholder’s Proposal as

inappropriate from the viewpoint of achieving an early business revitalization of the Company by

carrying out the pressing issue of business reform.

(ii) There are no concrete plans to turnaround the Company’s business in the Shareholder’s

Proposal

The Proposing Shareholder does not include any specific plans to restructure the Company’s business,

other than simply proposing persons to serve as Director nominees. Carrying out business reform

and definitively realizing the Company’s prompt revitalization is the Company’s most pressing issue.

Without any formulated plans, institution of the Shareholder’s Proposal Director Candidate Team

would, together with other problems, hinder a business turnaround or possibly fail to achieve any

results, which would be contrary to the best interests of the Company and its shareholders.

(iii) The management team in the Shareholder’s Proposal is not appropriate to turnaround the

Company’s business

As mentioned above, Mr. Oe did not engage in any discussions with the Proposing Shareholder

concerning his serving as a Director as part of the Shareholder’s Proposal. Also, Mr. Oe has declared

that he is of the opinion that it would be extremely difficult to realize the Rehabilitation Plan in a

definitive and prompt manner with the Shareholder’s Proposal Director Candidate Team who do not

share the management plan.

As also mentioned above, Mr. Matsuda and Mr. Yano did not engage in any discussions with the

Proposing Shareholder concerning their serving as Directors. Even if they were elected to serve as

Directors at the Shareholders Meeting, both Mr. Matsuda and Mr. Yano have declared that neither of

them would assume the role of Directors.

Also of great significance, none of the rest of the other Shareholder’s Proposal Director Candidate

Team have any meaningful management experience in the apparel industry or with listed companies

based on their interviews with the Nomination/Compensation Committee (as previously mentioned,

Mr. Matsuda and Mr. Yano currently serve as committee members). The Company believes that such

other director candidates are not suitable as directors of a listed company engaged in the apparel

business.

In light of the foregoing, the Company views Shareholder’s Proposal Director Candidate Team as

inappropriate from the viewpoint of achieving an early business revitalization of the Company by

carrying out the pressing issue of business reform.




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(3) There is a possibility of a conflict of interest between the Proposing Shareholder and the

Company’s other shareholders

The Proposing Shareholder is the Company’s major shareholder holding 765,000 shares of the

Company (voting rights holding ratio: 6.32%) (as of February 29, 2020). The Proposing Shareholder

explained in a letter sent to the Company that the reasons for nominating Mr. Masakazu Hosomizu

(“Mr. Hosomizu”) as an outside Director candidate, who holds the position of a partner of the

Proposing Shareholder, are to (i) examine the possibility of a sale of the Company to a strategic

partner(s), and (ii) examine the possibility of selecting the Proposing Shareholder itself as a strategic

partner and potentially have the Proposing Shareholder purchase the Company. In addition, Mr.

Akihiro Matsuo, a Director nominee in the Shareholder’s Proposal, is an attorney-at-law who serves as

a representative of the Proposing Shareholder regarding the Shareholder’s Proposal, and there is a

possibility that he is beholden to the special interests of the Proposing Shareholder.

If Director nominees selected by the Proposing Shareholder, including Mr. Hosomizu and Mr. Matsuo,

serve as Directors, it is likely that they will act for the benefit of the Proposing Shareholder who will

be the acquirer of the Company, and there is a possibility of a conflict of interest arising between the

Company and the Company’s other shareholders (general shareholders). Consequently, the Company

believes that, by selecting the Shareholder’s Proposal Director Candidate Team, there would be a risk

that the interests of the Proposing Shareholder would be pursued at the sacrifice of the Company’s

other shareholders and contrary to the best interests of the Company and the non-conflicted

shareholders.

In light of the foregoing, from the viewpoint of protecting the best interests of the Company’s non-

conflicted shareholders, the Director nominees of the Proposing Shareholder are inappropriate.

End




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[Attachment 1] Company’s Proposed Director Candidate Team

Proposal

Election of Nine Directors

The term of office of seven Directors will expire at the conclusion of this meeting. In this regard,

from the viewpoint of strengthening the monitoring role of the Board of Directors, the Company

proposes to increase the composition of the Board of Directors by two and elect nine Directors (in

total).

Company’s Proposed Director Candidate Team are as follows:

Candidate No. 1

(1) Summary of proposal

To elect Mr. Masayuki Nakayama as a Director of the Company.

(2) Reasons for nomination as candidate for Director

Mr. Masayuki Nakayama has been involved in business planning, business management, personnel

and administration, is familiar with the practice of each area as responsible officer, engaged in

branding, product planning, production, sales, personnel and administration, stakeholder relations, etc.,

and has wide-ranging knowledge about the Company’s business. He has also been involved in

several license brands, engaged in international experience and overseas business, and possesses

advanced knowledge. As the current President and Representative Director, he has executed business

from the position of Chief Executive Officer of the Company, appropriately performing his duties of

deciding important matters concerning management and supervising business execution. He is

expected to greatly contribute to the restructuring of the Company, including maintaining and

strengthening relationships with employees and customers. Also, from the viewpoint of securing

business continuity of the Company, the Company has judged that it is necessary and important to re-

elect him as executive Director, and again nominated him as a candidate for Director.

(3) Name and career summary of candidate

(Name) Masayuki Nakayama

(Dated of birth) June 15, 1961

(Career summary)

Apr. 1984 Joined the Company

July 2003 General Manger of Menswear Third Merchandising Department

Feb. 2004 General Manager of Menswear Burberry London Division, First Business

Department

Jan. 2006 General Manger of Operation Office, Menswear Business Department,

Business Headquarters

Jan. 2008

General Manager of Paul Stuart Division, Menswear Merchandising

Department, Business Headquarters

July 2012 General Manager of Menswear Merchandising Department, Merchandising &

Product Management Business Department, Business Headquarters

July 2014 General Manager of Menswear Business Department, Business Headquarters

Jan. 2017 Managing Officer and General Manager of Personnel & Administration

Headquarters, and General Manager of Administration Department

Mar. 2018 Director, Executive Managing Officer and General Manager of Personnel &

Administration Headquarters

Jan. 2020 Representative Director, President & Chief Operating Officer (current position)

(Number of Company shares owned) 1,838 shares

Candidate No. 2





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To elect Mr. Shinji Oe as a Director of the Company.


Mr. Shinji Oe has been involved in the textile business during his long career at a trading company,

and possesses extensive experience in the industry, including implementing business restructuring for

listed companies in textile and apparel industries. He possesses broad knowledge of finance, tax,

accounting, etc., as a corporate manager; as mentioned above, he also has business experience and

broad knowledge in the textile and apparel industries. Accordingly, the Company has judged that he

is qualified to appropriately lead the business restructuring of the Company together with other

Director candidates proposed by the Company and nominated him as a new candidate for Director.


(Name) Shinji Oe

(Dated of birth) August 27, 1947

(Career summary)

Apr. 1971 Jointed MITSUI & CO., LTD.

July 1997 General Manager of Textiles III of the Head Office

Apr. 2004 Director, Deputy Chief Operating Officer of First Consumer Service Business

Unit

June 2007 Director and Senior Managing Executive Officer, Chief of Corporate Planning

Division of GOLDWIN INC.

Apr. 2010 Director, Vice President, and Executive Officer

Chief of Corporate Planning Division/Chief of Business Management Division


Assistant to the President

June 2016 Director and Senior Advisor

June 2018 Senior Advisor

Apr. 2019 Advisor

Mar. 2020 Joined the Company

Executive Vice President

Apr. 2020 Executive Vice President, General Manager of Corporate Management

Headquarters (current position)

(Important concurrent office) None

(Number of Company shares owned) 0 shares

Candidate No. 3


To elect Mr. Ikuro Kato as a Director of the Company.


Mr. Ikuro Kato has been involved in the planning operations, engaged in branding, product planning,

production, and technology areas of major brands of the Company, and possesses the necessary

experience and broad knowledge of a person responsible for the management of an apparel company.

As the current Executive Managing Officer and General Manager of Business Headquarters, he is

playing roles familiar with the Company’s business, including promoting the Company’s brand and

expanding its business field in diversified markets. Accordingly, the Company has judged that he is

capable of contributing to business restructuring of the Company and nominated him as a new

candidate for Director.


(Name) Ikuro Kato

(Dated of birth) January 4, 1961

(Career summary)

Apr. 1985 Joined the Company




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July 2008 General Manager of EVEX Division, Second Womenswear Business


July 2010 General Manager of First Planning Division, Womenswear Business


Jan. 2012 Managing Officer, Womenswear Merchandising Department, Merchandising &

Product Management Department, Business Headquarters

July 2014 Managing Officer and General Manager of Business Development Division,


July 2016 Managing Officer and General Manager of Womenswear Merchandising

Department, Merchandising Management Department, Business Headquarters

Jan. 2017 Managing Officer and General Manager of Brand Business Department,


Jan. 2019 Managing Director and General Manager of Second Business Headquarters

Apr. 2020 Executive Managing Officer and General Manager of Operational

Headquarters (current position)


Candidate No. 4


To elect Mr. Yu Okazawa as an outside Director of the Company.

(2) Reasons for nomination as candidate for outside Director

Mr. Yu Okazawa possesses extensive experience and broad knowledge as a corporate manager, in

addition to extensive international experience. The Company has judged that he is capable of

appropriately performing his duties of providing useful opinions and contributing to the improvement

of transparency and objectivity of the management of the Company based on his experience.

Accordingly, the Company nominate him as a new candidate for outside Director.


(Name) Yu Okazawa

(Dated of birth) May 18, 1957

(Career summary)

Apr. 1981 Joined Shiseido Company, Limited

Dec. 2001 Director/President of Shiseido Deutschland GmbH

Apr. 2010 Corporate Officer, General Manager of International Sales Department of

Shiseido Company, Limited, and Director/President of Shiseido Europe S.A.S

Apr. 2012 Corporate Executive Officer, General Manager of China Business Division,

and General Manager of Asia Pacific Sales Department of Shiseido Company,

Limited

June 2013 Director/Corporate Executive Officer of Shiseido Company, Limited

Apr. 2015 Outside Director of Tokyo Bay Hilton Co., Ltd.

July 2015 Advisor of Shiseido Company, Limited

June 2017 Outside Director of Cool Japan Fund Inc. (current position)

Mar. 2018 Outside Auditor of Nippon Paint Holdings Co., Ltd.

Mar. 2020 Outside Auditor of Nippon Paint Co., Ltd. (current position)


Candidate No. 5


To elect Mr. Motoyoshi Shiina as an outside Director of the Company.


Mr. Motoyoshi Shiina possesses extensive experience and broad knowledge as a corporate manager.

The Company has judged that he is capable of appropriately performing his duties of supervising




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business execution and contributing to the improvement of transparency and objectivity of the

management of the Company based on his experience. Accordingly, the Company nominate him as a

new candidate for outside Director.


(Name) Motoyoshi Shiina

(Date of birth) August 12, 1949

(Career summary)

Apr. 1973 Joined Mitsui & Co., Ltd.

May 1999 General Manger, Textile Div. 1, Textile Business Unit of Mitsui & Co., Ltd.

Mar. 2003 President of MITSUI & CO. ITALIA S. p. A.

Oct. 2005 Deputy General Manager, Lifestyle Business Unit of Mitsui & Co., Ltd.

Apr. 2006 Deputy General Manager, Food & Retail Business Unit of Mitsui & Co., Ltd.

Apr. 2008 Managing Executive Officer of Mikuni Coca-Cola Bottling Co., Ltd.

Mar. 2009 Representative Director/President of Mikuni Coca-Cola Bottling Co., Ltd.

Apr. 2014 Dean of Saitama Prefectural University

Mar. 2017 Outside Director of the Company

Mar. 2019 Retired from outside Director of the Company


Candidate No. 6


To elect Mr. Hisao Takahashi as an outside Director of the Company.


Mr. Hisao Takahashi has deep insight in the logistics area and possesses extensive experience and

broad knowledge as a corporate manager. The Company has judged that he is capable of

appropriately performing his duties of supervising business execution and contributing to the

improvement of transparency and objectivity of the management of the Company based on his

experience. Accordingly, the Company nominates him as a new candidate for outside Director.


(Name) Hisao Takahashi

(Date of birth) October 5, 1948

(Career summary)

Apr. 1972 Joined SENKO Co., Ltd.

June 2004 Executive Officer and General Manager of Eastern Japan Sales Division

Apr. 2006 Managing Executive Officer

Oct. 2006 Representative Director and President of Logifactoring Co., Ltd. (current

position)

June 2007 Director of SENKO Co., Ltd.

Apr. 2008 Managing Executive Officer

Apr. 2011 Chairman of Logi Solution Co., LTD.

Apr. 2011 Chairman of Senko A Line Amano Co., Ltd.

June 2016 Outside Director of ATSUGI CO., LTD. (current position)


Candidate No. 7


To elect Mr. Chihiro Nihashi as an outside Director of the Company.





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Mr. Chihiro Nihashi possesses extensive experience and broad knowledge as a corporate manager

during his long career in the retail and department store industries. The Company has judged that he

is capable of contributing to the improvement of transparency and objectivity of the management of

the Company based on his insight and providing useful opinions. Accordingly, the Company

nominate him as a new candidate for outside Director.


(Name) Chihiro Nihashi

(Date of birth) January 26, 1954

(Career summary)

Apr. 1976 Joined Isetan Co., Ltd.

June 2002 Operating Officer and Ladies’ Goods Sales Group Head, MD Unification

Department of the Sales Division

June 2004 Managing Executive Officer and General Manager, MD Unification

Department of the Sales Division

Feb. 2006 Senior Managing Executive Officer and Manager of the Sales Division

June 2006 Director, Senior Managing Executive Officer, and Manager of the Sales

Division

Apr. 2008 Director of Isetan Mitsukoshi Holdings Ltd.

June 2008 Representative Director, Senior Managing Executive Officer, and Manager of

the Sales Division of Isetan Co., Ltd.

Jan. 2010 Senior Managing Executive Officer

Jan. 2010 Representative Director, President, and Operating Officer of Tokyu

Department Store Co., Ltd.

Apr. 2011 Senior Managing Executive Officer of Isetan Mitsukoshi Holdings Ltd.

Feb. 2018 Chairman of Tokyu Department Store Co., Ltd.

Apr. 2019 Director and Counselor of Tokyu Department Store Co., Ltd.

Apr. 2020 Part-Time Advisor of Tokyu Department Store Co., Ltd. (current position)


Candidate No. 8


To elect Mr. Ikuo Yasuda as an outside Director of the Company.


Mr. Ikuo Yasuda has been engaged in the M&A area in general, including fiscal and finance matters,

and possesses extensive experience and broad knowledge as a corporate manager. The Company has

judged that he is capable of appropriately performing his duties of supervising business execution and

contributing to the improvement of transparency and objectivity of the management of the Company

based on his experience. Accordingly, the Company nominated him as a new candidate for outside

Director.


(Name) Ikuo Yasuda

(Date of birth) April 28, 1953

(Career summary)

Apr. 1977 Joined The Long-Term Credit Bank of Japan

July 1998 Joined General Electric International Inc.

Jan. 2000 Country Head of Lehman Brothers Japan Inc.

May 2003 Visiting Professor at Tama University Renaissance Center

Sept. 2004 Chairman at Incorporation of Pinnacle Inc.

May 2005 Director of Tay Two Co., Ltd.

Apr. 2006 Research Professor of Kyushu University

Nov. 2009 Chairman, President and Representative Director of Pinnacle Inc. (current




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position)

Mar. 2012 Director of The Tokyo New Business Conference

Sept. 2015 Outside Director of HOUSEDO Co, Ltd. (current position)

Oct. 2017 Adviser of Tokai Tokyo Financial Holdings, Inc. (current position)

Apr. 2018 Special Director of The Tokyo New Business Conference (current position)

Apr. 2018 Director of Japan Association of Corporate Executives (current position)

Dec. 2018 Director and Chairman of Pinnacle TT Solution Inc. (current position)

Mar. 2019 Advisor of TKP Corporation (current position)


Candidate No. 9


To elect Ms. Asako Yano as an outside Director of the Company.


Ms. Asako Yano possesses extensive experience and insight as a corporate manager, as well as broad

knowledge and experience in marketing and branding. The Company has judged that she is capable

of appropriately revitalizing the management of the Company by providing useful opinions.

Accordingly, the Company nominated her as a new candidate for outside Director.


(Name) Asako Yano

(Date of birth) January 21, 1968

(Career summary)

Apr. 1990 Joined Mercedes-Benz Japan Co., Ltd.

Sept. 1997 Joined Boston Consulting Group Japan Co., Ltd.

Mar. 2000 Joined Louis Vuitton Japan K.K.

June 2002 COO (Chief Operating Officer) of Celux Co., Ltd.

Oct. 2008 President & Representative Director of Dramatic Co., Ltd.

June 2015 Outside Director of YAOKO Co., Ltd. (current position)

Aug. 2015 Director of Cogit Education and Management Inc.

June 2018 Outside Director of Watabe Wedding Corporation

Mar. 2019 Outside Director of Mitsubishi Pencil Co., Ltd. (current position)


(Note) 1. There is no special interest between any of the candidates and the Company.

2. Candidates other than candidate Masayuki Nakayama are new candidates for Directors.

3. “Number of Company shares owned” by candidate Masayuki Nakayama indicates the substantial number of his shares including those owned under the executive share ownership plan.

4. Yu Okazawa, Motoyoshi Shiina, Hisao Takahashi, Chihiro Nihashi, Ikuo Yasuda, and Asako Yano are candidates for outside Directors.

5. If the appointment of candidates Yu Okazawa, Motoyoshi Shiina, Hisao Takahashi, Chihiro Nihashi, Ikuo Yasuda, and Asako Yano is approved at the Shareholders Meeting, the Company will enter into agreements with each of them to limit their liability as outside Directors to the extent stipulated by laws and regulations pursuant to Article 427, paragraph 1 of the Companies Act.

6. If the appointment of candidates Yu Okazawa, Motoyoshi Shiina, Hisao Takahashi, Chihiro Nihashi, Ikuo Yasuda, and Asako Yano is approved at the Shareholders Meeting, the Company will submit notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers as provided for by it.

7. Candidate Asako Yano’s registered name is Asako Saito.

For internal Directors, the board of directors of the Company has chosen candidates who possess a

professional perspective regarding corporate management and the Company’s business. For outside




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Directors, the board of directors of the Company has chosen candidates who possess diversified

knowledge, experiences, and abilities. By doing so, the composition of management of the Company

will have the optimum structure to realize business reform.

Skills Matrix for Company’s Proposed Director Candidate Team

* The foregoing does not indicate all of the knowledge, experience and abilities possessed by Director

candidates.

Name of

candidate for

Director

Corpora

te

manage

ment

Knowle

dge of

Compan

y

business

M&A,

business

restructu

ring

Brandin

g,

marketi

ng

Product

Mercha

ndising,

producti

on,

technolo

gy

EC,

Web in

general

Logistic

s

Internati

onal

experien

ce,

overseas

business

Governa

nce, risk

manage

ment,

legal

Fiscal,

tax,

accounti

ng,

finance,

capital

markets

Masayuki

Nakayama ○ ○ ○ ○ ○ ○

Shinji Oe ○ ○ ○ ○ ○ ○ ○ ○ Ikuro Kato ○ ○ ○ ○ ○ Yu Okazawa ○ ○ ○ Motoyoshi

Shiina ○ ○ ○ ○ ○

Hisao

Takahashi ○ ○ ○

Chihiro

Nihashi ○ ○ ○ ○ ○

Ikuo Yasuda ○ ○ ○ ○ ○ ○ Asako Yano ○ ○ ○ ○ ○




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Attachment 2 Shareholder’s Proposed Director Candidate Team

Proposed agenda:

1. Purpose of the general shareholders meeting: Election of Seven Directors

2. Summary of proposal, reasons for proposal, and other matters

Candidate No. 1


To elect Mr. Tetsuo Komori as a Director of the Company.

(2) Reasons for proposal

Mr. Tetsuo Komori has extensive experience and broad knowledge as a corporate manager, and has

engaged in improving business management and implemented reforms at a variety of corporations to

date. The Proposing Shareholder recommends Mr. Komori as a candidate for Director, as he is

qualified to resolve the challenges to which the Company is exposed and enhance its corporate value.


(Name) Tetsuo Komori

(Dated of birth) December 1, 1958

(Career Summary)

Apr. 1984 Joined McKinsey & Company

Apr. 2002 Director, Unison Media Partners Inc.

June 2002 President and Representative Director/CEO, Ascii Corporation

June 2004 Part-time Company Auditor, Tomoegawa Co., Ltd.

Management Advisor, Unison Capital, Inc.

June 2005 Outside Director, Tomoegawa Co., Ltd.

Jan. 2006 President and Representative Executive Officer, Kanebo, Ltd.

Feb. 2006 President, CEO and Representative Executive Officer/Director,

Kanebo, Ltd.

May 2006 CEO and Representative Director, President and Executive Officer,

Kanebo Trinity Holdings, Ltd.

July 2007 CEO and Representative Director, President and Executive Officer,

Kracie Holdings, Ltd. (due to change of corporate name)

Aug. 2009 Management Advisor, Unison Capital, Inc.

June 2012 Outside Director, Asahitech Co., Ltd.

Mar. 2015 Outside Director, Nissen Holdings Co., Ltd.

June 2016 Outside Director, Chairman of Audit and Supervisory Committee,

Tomoegawa Co., Ltd. (current position)

(Important concurrent office) Outside Director, Chairman of Audit and Supervisory Committee,

Tomoegawa Co., Ltd. (Number of Company shares owned) None

Candidate No. 2


To elect Mr. Shinji Oe as a Director of the Company.





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Mr. Shinji Oe has extensive experience and broad knowledge as a corporate manager, and has engaged

in improving business management as Executive Vice President of the Company since March 2020.

Accordingly, the Proposing Shareholder recommends Mr. Oe as a candidate for Director.


(Name) Shinji Oe

(Dated of birth) August 27, 1947

(Career Summary)

Apr. 1971 Joined MITSUI & CO., LTD.

July 1997 General Manager of Textiles III of the Head Office

Apr. 2004 Director, Deputy Chief Operating Officer of First Consumer Service

Business Unit

June 2007 Director and Senior Managing Executive Officer, Chief of Corporate

Planning Division of GOLDWIN INC.


Chief of Corporate Planning Division/Chief of Business Management

Division


Assistant to the President

Apr. 2019 Advisor

(Important concurrent office) Advisor of GOLDWIN INC.

(Number of Company shares owned) None

Candidate No. 3


To elect Mr. Kiyoto Matsuda as a Director of the Company.


Mr. Kiyoto Matsuda possesses extensive experience and broad knowledge as a corporate manager

in areas such as finance and monetary affairs, and contributed to the improvement of transparency and

objectivity of the management of the Company based on his experience as its outside Director since

March 2010. Accordingly, the Proposing Shareholder recommends that he resume his office as

outside Director.


(Name) Kiyoto Matsuda

(Dated of birth) September 6, 1952

(Career Summary)

Apr. 1975 Joined The Industrial Bank of Japan, Limited (now Mizuho Bank, Ltd.)

Apr. 2002 Executive Officer of Mizuho Corporate Bank, Ltd. (now Mizuho Bank,

Ltd.)

Apr. 2007 Deputy President of Mizuho Securities Co., Ltd.

Apr. 2008 Partner of Unison Capital, Inc.

Mar. 2010 Director of the Company (current position)

June 2017 Outside Director of SCSK Corporation (current position)

Apr. 2018 Director and Chairman of TOPAZ CAPITAL, INC. (current position)

June 2019 Outside Director of Suruga Bank Ltd. (current position)

(Important concurrent office) Outside Director of SCSK Corporation

Director and Chairman of TOPAZ CAPITAL, INC.

Outside Director of Suruga Bank Ltd.




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Candidate No. 4


To elect Mr. Masahide Yano as a Director of the Company.


Mr. Masahide Yano has extensive experience and broad knowledge as a corporate manager and

contributed to the improvement of transparency and objectivity of the management of the Company as

its outside Director since March 2016. Accordingly, the Proposing Shareholder recommends that he

resume his office as an outside Director.


(Name) Masahide Yano

(Dated of birth) October 24, 1948

(Career Summary)

Apr. 1971 Joined Mitsubishi Corporation

Apr. 2004 Senior Vice President and Division COO of Textiles Division

Apr. 2006 Executive Managing Officer, Group COO of Living Essentials Group,

and Division COO of Life Style Division

Apr. 2010 Senior Executive Vice President and Group CEO of Living Essentials

Group, Regional Strategy (Japan)

June 2010 Representative Director and Senior Executive Vice President

Apr. 2011 Member of the Board, Senior Executive Vice President, Regional CEO

of East Asia, President of Mitsubishi Corporation China Co., Ltd., and

General Manager of Beijing Office

June 2013 Corporate Adviser of Mitsubishi Corporation

Mar. 2016 Director of the Company (current position)

(Important concurrent office) None


Candidate No. 5


To elect Mr. Masakazu Hosomizu as a Director of the Company.


Mr. Masakazu Hosomizu is capable of representing minority shareholders’ interests due to (i) his

profound knowledge of listed companies earned through research and investments in the Japanese stock

market over ten years, and his ability to offer constructive opinions to enhance the Company’s

corporate value, and (ii) his track record of having proactively provided comments and engaged in

activities to enhance corporate governance of Japanese corporations. As he is very qualified to further

enhance the Company’s corporate value, the Proposing Shareholder recommends Mr. Hosomizu as a

candidate for outside Director of the Company.


(Name) Masakazu Hosomizu

(Dated of birth) December 7, 1975




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(Career Summary)

Apr. 1998 Joined Nomura Securities Co., Ltd. (Assigned to Sendai Branch)

June 2003 MBA, The University of Chicago (U.S.)

June 2003 Resumed his position at Nomura Securities Co. Ltd. (Assigned to New

York Branch)

Oct. 2005 Joined Coghill Capital Management (Chicago, Illinois, U.S.)

Equity Research Analyst, Japanese and other Asian equities

July 2009 Portfolio Manager, Japanese and other Asian equities

Sept. 2013 Joined RMB Capital (Chicago, Illinois, U.S.)

Portfolio Manager, Japanese equities (current position)

Apr. 2018 Partner (current position)

July 2019 Portfolio Manager, international equities (current position)

(Important concurrent office) Partner, Portfolio Manager (international equities), and Portfolio Manager (Japanese equities), respectively, of RMB Capital


Candidate No. 6


To elect Mr. Akihiro Matsuo as a Director of the Company.


Mr. Akihiro Matsuo possesses a professional perspective and extensive experience as an attorney-at-

law. He also started and manages his own company and has extensive experience and broad

knowledge as a corporate manager. In anticipation for his contribution to the improvement of

transparency and objectivity of the management of the Company, the Proposing Shareholder

recommends Mr. Matsuo as a candidate for outside Director of the Company.


(Name) Akihiro Matsuo

(Dated of birth) January 25, 1975

(Career Summary)

Apr. 1998 Joined Nippon Telegraph and Telephone Corporation (NTT)

Dec. 2007 Established Matsuo Chiyoda Law Office

Managing Partner, Matsuo Chiyoda Law Office (current position)

(Important concurrent office) Managing Partner, Matsuo Chiyoda Law Office

(Number of Company shares owned) 100 shares Candidate No. 7


To elect Mr. Hiroto Kawano as a Director of the Company.


Mr. Hiroto Kawano has a high level of expertise as a certified public accountant/tax accountant, and

extensive experience earned at an audit firm. In anticipation for his contribution to the improvement

of transparency and objectivity of the management of the Company reflecting his expertise and

experience, the Proposing Shareholder recommends Mr. Kawano as a candidate for outside Director of

the Company.




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(Name) Hiroto Kawano

(Dated of birth) July 4, 1971

(Career Summary)

Oct. 1997 Joined Ohta Showa Auditing Corporation (now Ernst & Young ShinNihon LLC)

Oct. 2001 Joined Nikko Cordial Securities Inc.

Jan. 2003 Representative, Kawano Certified Public Accountants (current

position)

Sept. 2013 Outside Director, Ambition Corporation

May 2015 Outside Director, VECTOR Inc. (current position)

Sept. 2015 Outside Director (Audit & Supervisory Board Member), Ambition

Corporation (current position)

(Important concurrent office) Representative, Kawano Certified Public Accountants Outside Director, VECTOR Inc. Outside Director, Ambition Corporation


Documents

a Shareholder’s Proposal Letter and the Company’s …...proposal (the “Shareholder’s Proposal”) regarding the agenda items for the Company’s 77th Annual General Meeting