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.
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.
- 2 -
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
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.
- 3 -
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.
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.
- 4 -
(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
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.
- 5 -
[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
(1) Summary of proposal
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.
- 6 -
To elect Mr. Shinji Oe as a Director of the Company.
(2) Reasons for nomination as candidate for Director
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.
(3) Name and career summary of candidate
(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
Apr. 2014 Director, Vice President, and Executive Officer
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
(1) Summary of proposal
To elect Mr. Ikuro Kato as a Director of the Company.
(2) Reasons for nomination as candidate for Director
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.
(3) Name and career summary of candidate
(Name) Ikuro Kato
(Dated of birth) January 4, 1961
(Career summary)
Apr. 1985 Joined the Company
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.
- 7 -
July 2008 General Manager of EVEX Division, Second Womenswear Business
Department, Business Headquarters
July 2010 General Manager of First Planning Division, Womenswear Business
Department, Business Headquarters
Jan. 2012 Managing Officer, Womenswear Merchandising Department, Merchandising &
Product Management Department, Business Headquarters
July 2014 Managing Officer and General Manager of Business Development Division,
Business Headquarters
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,
Business Headquarters
Jan. 2019 Managing Director and General Manager of Second Business Headquarters
Apr. 2020 Executive Managing Officer and General Manager of Operational
Headquarters (current position)
(Number of Company shares owned) 500 shares
Candidate No. 4
(1) Summary of proposal
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.
(3) Name and career summary of candidate
(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)
(Number of Company shares owned) 0 shares
Candidate No. 5
(1) Summary of proposal
To elect Mr. Motoyoshi Shiina as an outside Director of the Company.
(2) Reasons for nomination as candidate for outside Director
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
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.
- 8 -
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.
(3) Name and career summary of candidate
(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
(Number of Company shares owned) 0 shares
Candidate No. 6
(1) Summary of proposal
To elect Mr. Hisao Takahashi as an outside Director of the Company.
(2) Reasons for nomination as candidate for outside Director
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.
(3) Name and career summary of candidate
(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)
(Number of Company shares owned) 0 shares
Candidate No. 7
(1) Summary of proposal
To elect Mr. Chihiro Nihashi as an outside Director of the Company.
(2) Reasons for nomination as candidate for outside Director
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.
- 9 -
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.
(3) Name and career summary of candidate
(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)
(Number of Company shares owned) 0 shares
Candidate No. 8
(1) Summary of proposal
To elect Mr. Ikuo Yasuda as an outside Director of the Company.
(2) Reasons for nomination as candidate for outside Director
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.
(3) Name and career summary of candidate
(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
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.
- 10 -
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)
(Number of Company shares owned) 0 shares
Candidate No. 9
(1) Summary of proposal
To elect Ms. Asako Yano as an outside Director of the Company.
(2) Reasons for nomination as candidate for outside Director
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.
(3) Name and career summary of candidate
(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)
(Number of Company shares owned) 0 shares
(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
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.
- 11 -
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 ○ ○ ○ ○ ○
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.
- 12 -
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
(1) Summary of proposal
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.
(3) Name and career summary of candidate
(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
(1) Summary of proposal
To elect Mr. Shinji Oe as a Director of the Company.
(2) Reasons for proposal
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.
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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.
(3) Name and career summary of candidate
(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.
Apr. 2010 Director, Vice President, and Executive Officer
Chief of Corporate Planning Division/Chief of Business Management
Division
Apr. 2014 Director, Vice President, and Executive Officer
Assistant to the President
Apr. 2019 Advisor
(Important concurrent office) Advisor of GOLDWIN INC.
(Number of Company shares owned) None
Candidate No. 3
(1) Summary of proposal
To elect Mr. Kiyoto Matsuda as a Director of the Company.
(2) Reasons for proposal
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.
(3) Name and career summary of candidate
(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.
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.
- 14 -
(Number of Company shares owned) None
Candidate No. 4
(1) Summary of proposal
To elect Mr. Masahide Yano as a Director of the Company.
(2) Reasons for proposal
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.
(3) Name and career summary of candidate
(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
(Number of Company shares owned) None
Candidate No. 5
(1) Summary of proposal
To elect Mr. Masakazu Hosomizu as a Director of the Company.
(2) Reasons for proposal
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.
(3) Name and career summary of candidate
(Name) Masakazu Hosomizu
(Dated of birth) December 7, 1975
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.
- 15 -
(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
(Number of Company shares owned) None
Candidate No. 6
(1) Summary of proposal
To elect Mr. Akihiro Matsuo as a Director of the Company.
(2) Reasons for proposal
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.
(3) Name and career summary of candidate
(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
(1) Summary of proposal
To elect Mr. Hiroto Kawano as a Director of the Company.
(2) Reasons for proposal
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.
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.
- 16 -
(3) Name and career summary of candidate
(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
(Number of Company shares owned) None
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