Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
To Our Shareholders
Securities Code: 9627
July 8, 2025 Start date of measures for electronic provision: July 2, 2025
Kiichi Otani
President and Representative Director
AIN HOLDINGS INC.5-2-4-30, Higashisapporo, Shiroishi-ku, Sapporo
Notice of Convocation of the 56th Ordinary General Meeting of ShareholdersYou are cordially invited to attend the 56th Ordinary General Meeting of Shareholders of AIN HOLDINGS INC. (hereinafter the "Company") to be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on the Company's website. Please access the website below to view the information.
The Company's website:https://www.ainj.co.jp/corporate/english/ir-library.html
(Access the above website and view the documents listed under FY4/25)
In addition to the Company's website, the matters subject to measures for electronic provision are also posted on each of the following websites.
Website for posted informational materials for the general meeting of shareholders:https://d.sokai.jp/9627/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Access the TSE website by using the internet address shown above, enter "AIN HOLDINGS" in "Issue name (company name)" or the Company's securities code "9627" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
In the event that you do not attend the meeting, you may exercise your voting rights either via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders and refer to "Information on Exercise of Voting Rights" on pages 3 to 4 to exercise your voting rights.
- Date and Time: 10:00 a.m., Wednesday, July 30, 2025 (Reception will open at 9:00 a.m.)
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Location: Sapporo Prince Hotel, International Convention Center Pamir, "Onuma" (3rd floor)
Nishi 12, Minami 3, Chuo-ku Sapporo
(Please note that commencing this year, the venue has changed.)
-
Agenda for the Meeting Matters to be Reported:
The Business Report, the Consolidated Financial Statements, and the report on results of the audits by the Accounting Auditor and the Board of Corporate Auditors regarding the Consolidated Financial Statements for the 56th business term (from May 1, 2024 to April 30, 2025)
The Non-Consolidated Financial Statements for the 56th business term (from May 1, 2024 to April 30, 2025)
Matters to be Resolved: Proposal No. 1: Distribution of Surplus Proposal No. 2: Election of Eleven (11) Directors Proposal No. 3: Election of One (1) Corporate Auditor Proposal No. 4: Revision of Remuneration Amount for Directors Proposal No. 5: Revision of Remuneration Amount for Corporate Auditors
- Information on Exercise of Voting Rights
If you exercise your voting rights more than once via the Internet, etc., only the voting rights you exercise last will be valid.
If you exercise your voting rights both via the Internet, etc. and in writing (by mail), only the voting rights you exercise via the Internet, etc. will be valid regardless of the date and time the written form was received by the Company.
If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of your approval.
Please refer to "Information on Exercise of Voting Rights" below as well.
If attending the meeting in person, please present the Voting Rights Exercise Form at the reception desk.
If you will be exercising your voting rights by proxy, you may appoint one other shareholder with voting rights as proxy to attend the General Meeting of Shareholders.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's aforementioned website, the website for posted informational materials for the general meeting of shareholders and the TSE website.
Paper-based documents stating matters subject to measures for electronic provision are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation.
"Main business activities," "Main offices," "Status of employees," "Status of main lenders," "Other material matters regarding the current status of the Company Group," "Status of accounting auditor," "System for ensuring the appropriateness of business and the status of operation of said system," "Basic policy regarding control of the Company," and "Policy regarding decision of dividends of surplus, etc.," in the Business Report
"Consolidated statements of changes in shareholders' equity" and "Notes to consolidated financial statements" in the Consolidated Financial Statements
"Balance sheet," "Statement of income," "Non-consolidated statements of changes in shareholders' equity," and "Notes to non-consolidated financial statements" in the Financial Statements
"Accounting audit report on the consolidated financial statements," "Accounting audit report on the non-consolidated financial statements," and "Audit Report by Board of Corporate Auditors" in the Audit Report
The Corporate Auditors and the Accounting Auditor have audited the documents subject to audit, including the above matters.
In order to further deepen communication with shareholders, the Company has introduced "Smart Convocation," which enables shareholders to easily view key content and related information of Reference Documents for the General Meeting of Shareholders, etc., and exercise their voting rights via smartphones and other devices.
https://p.sokai.jp/9627/ (in Japanese)
Information on Exercise of Voting RightsExercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights. You may exercise your voting rights by one of the following three methods.
Exercise of voting rights in writing (by mail)
Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form and return it to the Company.
Deadline for exercise of voting rights by
To be received no later than 6:00 p.m., Tuesday, July 29,
2025.
Exercise of voting rights via the Internet
Please enter your approval or disapproval of the proposals by following the instructions on page 4.
Deadline for exercise of voting rights via
the Internet
All data entry to be completed no later than 6:00 p.m., Tuesday, July 29, 2025.
If you are attending the meeting
Please submit the Voting Rights Exercise Form at the reception.
Date and Time:
10:00 a.m., Wednesday, July 30, 2025 (Reception will open
at 9:00 a.m.)
Guidance for the Filling in of the Voting Rights Exercise FormPlease indicate whether you approve or disapprove of each proposal:
Proposals No. 1, 3, 4, and 5
To indicate your approval >> Mark ○ in the approval box
To indicate your disapproval >> Mark ○ in the disapproval box
Proposal No. 2
To indicate your approval for all candidates >> Mark ○ in the approval box
To indicate your disapproval for all candidates
To indicate your disapproval for certain candidates
>> Mark ○ in the disapproval box
>> Mark ○ in the approval box and write the candidate number for each candidate you disapprove.
If you exercise your voting rights both via the Internet, etc. and in writing (by mail), only the voting rights you exercise via the Internet, etc. will be valid, regardless of the date and time the written form was received by the Company. If you exercise your voting rights more than once via the Internet, etc., only the voting rights you exercise last will be valid.
If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of your approval.
Scanning the login QR Code "Smart Vote"
You can simply log in to the voting website without entering your voting rights exercise code and password.
1 Please scan the QR Code printed on the lower right-hand side of the Voting Rights Exercise Form.
* "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
2 Indicate your approval or disapproval by following the instructions on the screen.
Please note that exercising voting rights by using "Smart Vote®" method is available only once.
If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and log in by entering your voting rights exercise code and password printed on the Voting Rights Exercise Form, and exercise your voting rights again.
* You can access the website for personal computer by scanning the QR Code again.
Entering voting rights exercise code and password
Voting website: https://soukai.mizuho-tb.co.jp/ (in Japanese)
Please access the website for the exercise of voting rights.
Enter the voting rights exercise code printed on the Voting Rights Exercise Form.
Enter the password printed on the Voting Rights Exercise Form.
Indicate your approval or disapproval by following the instructions on the screen.
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:
Mizuho Trust & Banking Co., Ltd. Stock Transfer Agency Internet Help Dial
0120-768-524 (toll free only from Japan)
(9:00 a.m. - 9:00 p.m. except New Year holidays)
Institutional investors may make use of the Electronic Voting Platform for institutional investors operated by ICJ, Inc.
Reference Documents for the General Meeting of Shareholders Proposal No. 1: Distribution of SurplusAs we consider returning profits to shareholders to be one of the most important management issues, and taking into consideration future business development while maintaining stable dividends, the Company proposes to pay a year-end dividend for the fiscal year as follows:
Type of dividend property To be paid in cash.
Allotment of dividend property and their aggregate amount
¥80 per common share of the Company Total payment: ¥2,826,450,000 Effective date of dividends of surplus
July 31, 2025
Proposal No. 2: Election of Eleven (11) DirectorsAt the conclusion of this General Meeting of Shareholders, the terms of office of all 11 Directors will expire. Therefore, taking into account the findings of the Nomination and Remuneration Committee, the Company proposes the election of 11 Directors.
The candidates for Director are as follows:
Candidate No. | Name | Gender | Current positions and responsibilities in the Company | Candidate attributes | Attendance at Board of Directors meetings for the fiscal year 2024 |
1 | Kiichi Otani | Male | President and Representative Director | Reelection | 14/14 (100%) |
2 | Shoichi Shudo | Male | Representative Senior Managing Director in charge of Store Development and Dispensing Pharmacy Operations Management | Reelection | 14/14 (100%) |
3 | Toshihide Mizushima | Male | Representative Senior Managing Director in charge of Operational Support and Digital Promotion Division Manager of Retail Operations Management | Reelection | 14/14 (100%) |
4 | Miya Oishi | Female | Representative Senior Managing Director in charge of External Affairs | Reelection | 14/14 (100%) |
5 | Rieko Kimei | Female | Director Division Manager of Personnel | Reelection | 14/14 (100%) |
6 | Nobuyuki Takakura | Male | Director Division Manager of Sustainability Management | Reelection | 14/14 (100%) |
7 | Noriko Endo | Female | Outside Director | Reelection Outside Independent | 14/14 (100%) |
8 | Hideki Kuriyama | Male | Outside Director | Reelection Outside Independent | 13/14 (93%) |
9 | Mariko Watahiki | Female | Outside Director | Reelection Outside Independent | 10/10 (100%) |
10 | Nobumichi Hattori | Male | Outside Director | Reelection Outside Independent | 10/10 (100%) |
11 | Shigeki Kimura | Male | Outside Director | Reelection Outside Independent | 10/10 (100%) |
Reelection Candidate for Director to be reelected Outside Candidate for outside Director
Independent Independent officer as stipulated by the Tokyo Stock Exchange
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
1 | Kiichi Otani (July 19, 1951) Reelection Number of years in office at the conclusion of this general meeting of shareholders: 45 years Attendance at Board of Directors meetings: 14/14 (100%) | July 1980 President and Representative Director of Otani Corporation (now AIN HOLDINGS INC.) Nov. 1981 Founder and Director of DAIICHI MEDICAL TESTING LABORATORIES INC. (Asahikawa, now AIN HOLDINGS INC.) July 1983 President and Representative Director May 1985 Managing Director of the Company May 1988 President and Representative Director (current post) | 3,240,652 shares | |
[Reasons for nomination] Mr. Otani has always demonstrated excellent leadership and decisiveness in leading the Company, and has grown the dispensing pharmacy business of the Group into one of the largest in Japan. His proactive approach to the expansion of the business has resulted in 25 consecutive years of growth as of the fiscal year ended April 30, 2025. As chairperson of the Sustainability Committee he has also promoted sustainable management and made significant contributions to increases in corporate value. The Company proposes Mr. Otani as a candidate for Director because of his management experience and knowledge in financial affairs, the Dispensing Pharmacy Business and the Retail Business, and because the Company believes that he is qualified for the position of Director to continue to make decisions on management policy and corporate strategy and to supervise the execution of business operations. | ||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | ||
Mar. 1982 | Joined DAIICHI MEDICAL TESTING | ||||
LABORATORIES INC. (Asahikawa, now AIN | |||||
HOLDINGS INC.) | |||||
May 1991 | Division Manager of Corporate Planning of the | ||||
Company | |||||
2 | Shoichi Shudo (November 16, 1959) Reelection Number of years in office at the conclusion of this general meeting of shareholders: 25 years Attendance at Board of Directors meetings: 14/14 (100%) | June 1994 Feb. 2000 July 2000 May 2003 May 2004 May 2012 Nov. 2015 May 2020 Nov. 2023 Dec. 2023 | Director and Division Manager of Administration of AIN MEDICAL SYSTEMS Inc. (now AIN HOLDINGS INC.) Department Manager of Kansai Sales, Dispensing Pharmacy Business of the Company Director Managing Director Division Manager of Dispensing Pharmacy Business Senior Managing Director Representative Senior Managing Director (current post) in charge of Store Development Chairperson of Nippon Pharmacy Association (NPhA) President and Representative Director of AIN PHARMACIEZ INC. (current post) In charge of Store Development and Division Manager of Dispensing Pharmacy Operations | 10,479 shares | |
Management of the Company | |||||
May 2024 | In charge of Store Development and Dispensing | ||||
Pharmacy Operations Management (current | |||||
post) | |||||
[Reasons for nomination] | |||||
Having previously served as the Division Manager of Corporate Planning of the Company, Mr. Shudo has taken | |||||
responsibility for investment decisions as the head of the Dispensing Pharmacy Business and of store development, | |||||
including M&A, he has contributed significantly to the expansion of the Group's business through his wide-ranging | |||||
personal connections and his high-level coordination abilities. | |||||
The Company proposes Mr. Shudo as a candidate for Director because of his management experience and knowledge in | |||||
financial affairs and the Dispensing Pharmacy Business, and because the Company believes that he is qualified for the | |||||
position of Director to continue to make decisions on management policy and corporate strategy and to supervise the | |||||
execution of business operations. | |||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | ||
Apr. 1986 | Joined Otani Corporation (now AIN | ||||
HOLDINGS INC.) | |||||
May 2000 | Department Manager of Drug Store, Cosmetic | ||||
and Drug Store Business of the Company | |||||
3 | Toshihide Mizushima (March 10, 1960) Reelection Number of years in office at the conclusion of this general meeting of shareholders: 25 years Attendance at Board of Directors meetings: 14/14 (100%) | July 2000 Feb. 2001 May 2003 May 2012 Nov. 2012 Nov. 2015 July 2018 May 2020 Dec. 2023 | Director Division Manager of Cosmetic and Drug Store Business Managing Director Senior Managing Director and Division Manager of Administration President and Representative Director of WHOLESALE STARS Co., Ltd. (current post) Representative Senior Managing Director of the Company (current post) in charge of Operating Management and Operational Support In charge of Operating Management, Operational Support and Information Technology Management In charge of Operating Management, Operational Support and Digital Promotion In charge of Cosmetic and Drug Store Operations Management, Operational Support | 28,479 shares | |
and Digital Promotion | |||||
Oct. 2024 | In charge of Operational Support and Digital | ||||
Promotion, Division Manager of Retail | |||||
Operations Management (current post) | |||||
[Reasons for nomination] | |||||
Utilizing his strong leadership and decisiveness in charge of the management of the Dispensing Pharmacy Business, the | |||||
Retail Business, and Operational Support of the Company, Mr. Mizushima has appropriately promoted business process | |||||
improvement projects and the digital field, and contributed significantly to the improvement of productivity in both | |||||
businesses. As deputy chairperson of the Sustainability Committee he has also promoted sustainable management and | |||||
made contributions to increases in corporate value. | |||||
The Company proposes Mr. Mizushima as a candidate for Director because of his management experience and | |||||
knowledge in financial affairs, the Dispensing Pharmacy Business and the Retail Business, and because the Company | |||||
believes that he is qualified for the position of Director to continue to make decisions on management policy and | |||||
corporate strategy and to supervise the execution of business operations. | |||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
4 | Miya Oishi (August 7, 1960) Reelection Number of years in office at the conclusion of this general meeting of shareholders: 13 years Attendance at Board of Directors meetings: 14/14 (100%) | July 1993 Director of DAICHIKU Co., Ltd. (now AIN HOKURIKU INC.) (current post) May 2007 Managing Director July 2008 President and Representative Director Apr. 2011 Vice President and Representative Director of AIN MEDICAL SYSTEMS Inc. (now AIN HOLDINGS INC.) Feb. 2012 President and Representative Director July 2012 Director and Deputy Department Manager of Dispensing Pharmacy Business of the Company July 2014 Managing Director Nov. 2015 Division Manager of Operating Management President and Representative Director of AIN PHARMACIEZ INC. May 2019 In charge of Dispensing Pharmacy Operations Management of the Company July 2021 Division Manager of Dispensing Pharmacy Operations Management May 2023 Director of AIN PHARMACIEZ INC. (current post) July 2023 Representative Senior Managing Director, in charge of External Affairs of the Company (current post) | 7,846 shares | |
[Reasons for nomination] As the President and Representative Director of a major subsidiary of the Company and the head of the Dispensing Pharmacy Business, Ms. Oishi has contributed significantly to the expansion of the Group's business scale through her excellent leadership skills and strong sense of responsibility from a practical and multilateral perspective. The Company proposes Ms. Oishi as a candidate for Director because of her management experience and knowledge in the Dispensing Pharmacy Business and the Retail Business, and because the Company believes that she is qualified for the position of Director to continue to make decisions on management policy and corporate strategy and to supervise the execution of business operations. | ||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
5 | Rieko Kimei (February 26, 1962) Reelection Number of years in office at the conclusion of this general meeting of shareholders: 11 years Attendance at Board of Directors meetings: 14/14 (100%) | Dec. 1995 Joined DAIICHI MEDICAL TESTING LABORATORIES INC. (Sapporo, now AIN HOLDINGS INC.) May 2003 Department Manager of Merchandise, Cosmetic and Drug Store Business of the Company May 2004 Department Manager of Personnel, Administration Division May 2009 Division Manager of Cosmetic and Drug Store Business and Department Manager of Merchandise Aug. 2009 Executive Officer May 2013 In charge of Personnel July 2014 Director (current post) Sept. 2015 Vice President and Representative Director of AYURA LABORATORIES Inc. July 2016 President and Representative Director Feb. 2018 Director of AIN PHARMACIEZ INC. (current post) July 2018 In charge of Personnel of the Company May 2022 Division Manager of Personnel (current post) | 6,585 shares | |
[Reasons for nomination] Having previously served as the person in charge of the Retail Business, in her role as Division Manager of Personnel she has demonstrated outstanding planning abilities and leadership by building an organization for investing in human capital and improving employee engagement, and reforming the personnel system, making significant contributions to increases in corporate value. She has also worked to promote opportunities for women in the workplace, leading to a major subsidiary receiving Platinum Eruboshi certification and Platinum Kurumin certification. The Company proposes Ms. Kimei as a candidate for Director because of her management experience and knowledge in human capital management and the Retail Business, and because the Company believes that she is qualified for the position of Director to continue to make decisions on management policy and corporate strategy and to supervise the execution of business operations. | ||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | ||
Apr. 1981 | Joined Ministry of Health and Welfare (now | ||||
Ministry of Health, Labour and Welfare) | |||||
Aug. 2002 | Director, Economic Affairs Division of Health | ||||
Policy Bureau, Ministry of Health, Labour and | |||||
Welfare | |||||
July 2004 | Director, Pension Division of Pension Bureau, | ||||
Ministry of Health, Labour and Welfare | |||||
Aug. 2007 | Director, General Affairs Division of Equal | ||||
Employment, Children and Families Bureau, | |||||
Ministry of Health, Labour and Welfare | |||||
July 2009 | Deputy Assistant Minister for International | ||||
Affairs, Minister's Secretariat, Ministry of | |||||
Nobuyuki Takakura (January 14, 1957) Reelection Number of years in office at the conclusion of this general | July 2010 July 2011 Sept. 2012 July 2013 Oct. 2013 | Health, Labour and Welfare Deputy Director General, Minister's Secretariat, Ministry of Internal Affairs and Communications (In charge of Public Enterprise) Assistant Commissioner of the Fire and Disaster Management Agency, Ministry of Internal Affairs and Communications Councilor for Pension Service, Minister's Secretariat, Ministry of Health, Labour and Welfare Retired from Ministry of Health, Labour and Welfare Senior Adviser of TEIJIN LIMITED | 1,458 shares | ||
6 | meeting of shareholders: 2 years Attendance at Board of | Apr. 2014 | Teijin Group Corporate Officer, Deputy Chief Social Responsibility Officer | ||
Directors meetings: 14/14 | Apr. 2016 | Teijin Group Corporate Officer, Chief Social | |||
(100%) | Responsibility Officer, in charge of corporate | ||||
auditing department, and in charge of | |||||
utilization of factory sites | |||||
Apr. 2017 | Teijin Group Corporate Officer, Chief Social | ||||
Responsibility Officer, and in charge of | |||||
corporate auditing department | |||||
Apr. 2019 | Senior Adviser (part-time) | ||||
Apr. 2020 | Adviser of the Company | ||||
July 2020 | Senior Managing Director of AIN | ||||
PHARMACIEZ INC. (current post) | |||||
July 2023 | Director (current post) | ||||
in charge of Risk Management of the Company | |||||
May 2025 | Division Manager of Sustainability | ||||
Management (current post) | |||||
[Reasons for nomination] | |||||
Helped by his abundant knowledge of CSR issues, Mr. Takakura has played a central role in the systematization of | |||||
sustainability management, including identifying material issues (materiality) for the Company, and as the Division | |||||
Manager of Sustainability Management, he is promoting the strengthening of risk management and compliance. | |||||
Additionally, with his experience in promoting health and medical policies at the Ministry of Health, Labour and | |||||
Welfare, he has made significant contributions to enhancing corporate value, including offering advice on business | |||||
strategy for the Dispensing Pharmacy Business. | |||||
The Company proposes Mr. Takakura as a candidate for Director because of his knowledge in legal and compliance, | |||||
environment, and the Dispensing Pharmacy Business, and because the Company believes that he is qualified for the | |||||
position of Director to continue to make decisions on management policy and corporate strategy and to supervise the | |||||
execution of business operations. | |||||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
7 | Noriko Endo Name on family register: Noriko Tsujihiro (May 6, 1968) t Number of years in office at the conclusion of this general meeting of shareholders: 7 years Attendance at Board of Directors meetings: 14/14 (100%) | June 1994 Joined DIAMOND, Inc. Mar. 2006 Deputy Editor of Diamond Weekly, DIAMOND, Inc. Sept. 2013 Visiting Researcher at Policy Alternatives Research Institute, University of Tokyo Apr. 2015 Project Professor, Graduate School of Media and Governance, Keio University July 2018 Outside Director of the Company (current post) June 2019 Outside Director of Hankyu Hanshin Holdings, Inc. (current post) Apr. 2020 Specially Appointed Professor of Keio University Global Research Institute June 2021 Outside Director of Japan Elevator Service Holdings Co., Ltd. (current post) June 2022 Outside Member of the Board of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (now NTT, Inc.) (current post) Apr. 2024 Professor of Research Council, Waseda University (current post) | 200 shares | |
[Reasons for nomination and overview of expected roles] Ms. Endo has a wealth knowledge through her journalistic activities as the editor of an economic magazine. She is also well-versed in energy and environmental problems as a result of her research into public policy as it pertains to energy, in which area she possesses a wide range of insights. Additionally, she has gained knowledge from her involvement in reviews on social security and other such issues as a member of the government's council related to the fiscal system, and through her experience as an outside Director of other listed companies, she has also developed a deep knowledge of corporate management in the IT, telecommunications, railroad, real estate, and other businesses. Since being appointed outside Director of the Company, at meetings of the Board of Directors and at other times she has offered advice mainly on business strategy, compliance, DX strategy and the Dispensing Pharmacy Business. Furthermore, through proactive statements and activities, such as proposing a skills matrix aligned with the Company's management strategy in the Nomination and Remuneration Committee, she is contributing to strengthening corporate governance. The Company proposes Ms. Endo as a candidate for outside Director because of her knowledge in financial affairs, legal and compliance, environment, and the Dispensing Pharmacy Business, and because the Company believes that she is qualified for the position of Director to continue to make decisions on management policy and corporate strategy and to supervise the execution of business operations. | ||||
Reason for concluding that the candidate is independent The candidate fulfills the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights, and is thus deemed to have a high degree of independence. Until May 2018, Ms. Endo had an advisory contract with the Company, but the advisory fees in question were less than ¥10 million per annum, and she fulfills the above requirements. | ||||
Reelection | ||
Outside | ||
Independen | ||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
8 | Hideki Kuriyama (April 26, 1961) t Number of years in office at the conclusion of this general meeting of shareholders: 3 years Attendance at Board of Directors meetings: 13/14 (93%) | Apr. 2004 Assistant Professor of Hakuoh University Apr. 2008 Professor (current post) Nov. 2011 Manager of Hokkaido Nipponham Fighters Nov. 2021 Manager of Japan National Baseball Team Jan. 2022 Professor of Hokkaido Nipponham Fighters Apr. 2022 Specially Appointed Professor of Hokkai- Gakuen University (current post) July 2022 Outside Director of the Company (current post) Jan. 2024 Chief Baseball Officer of Hokkaido Nipponham Fighters (current post) | - shares | |
[Reasons for nomination and overview of expected roles] Mr. Kuriyama has a wide range of knowledge and experience regarding governance and human resource development in organizations, having served as a manager of a professional baseball team and of the Japan national baseball team, and as a professor of faculty of business administration at a university, among other roles. Since being appointed outside Director of the Company, at meetings of the Board of Directors and at other times he has offered advice mainly from the perspective of human capital management. The Company proposes Mr. Kuriyama as a candidate for outside Director because it believes that his knowledge in human capital management makes him qualified for the position of Director to continue to perform the function of supervising the decision making of the Company's management policies and corporate strategies and the execution of business. | ||||
Reason for concluding that the candidate is independent The candidate fulfills the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights, and is thus deemed to have a high degree of independence. | ||||
Reelection | ||
Outside | ||
Independen | ||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
9 | Mariko Watahiki (May 2, 1955) t Number of years in office at the conclusion of this general meeting of shareholders: 1 year Attendance at Board of Directors meetings: 10/10 (100%) | Apr. 1980 Assistant Judge of the Tokyo District Court Mar. 2009 Senior Judicial Research Official, the Supreme Court of Japan (civil affairs) Mar. 2012 Chief Judge of the Utsunomiya District Court July 2014 Chief Judge of the Yokohama Family Court June 2015 Judge of the Tokyo High Court (Presiding Judge) Apr. 2016 President of the Sapporo High Court Sept. 2018 President of the Nagoya High Court Aug. 2020 Registered as an attorney at law Aug. 2020 Joined Okamura Law Office (current post) June 2021 Outside Director of Toshiba Corporation June 2021 Outside Director, Member of Nomination Committee and Member of Governance Committee of LIXIL Corporation June 2022 Outside Director, Member of Nomination Committee, Member of Governance Committee and Member of Compensation Committee Oct. 2022 Chair of Expert Committee of Daiko Advertising Inc. June 2023 Outside Director, Chairperson of Compensation Committee, Member of Nomination Committee and Member of Governance Committee of LIXIL Corporation Aug. 2023 Chairperson of Third-party Investigation Committee of Nihon University June 2024 Outside Director, Chairperson of Nomination Committee, Member of Compensation Committee and Member of Governance Committee of LIXIL Corporation (current post) June 2024 President of Family Problems Information Center (current post) July 2024 Outside Director of the Company (current post) | - shares | |
[Reasons for nomination and overview of expected roles] Ms. Watahiki has many years of experience as a judge, and in addition to having resolved numerous civil cases, including some related to corporate legal and labor issues, she has served as the president of multiple high courts. She has a thorough understanding of compliance and governance, and a long track record of involvement in organizational management in such areas as personnel management, human resources development and crisis management. Since being appointed outside Director of the Company, at meetings of the Board of Directors and at other times she has offered advice mainly on legal affairs, compliance, governance, and human resource development. Additionally, through proactive statements and activities, such as serving as the chair of the Nomination and Remuneration Committee, offering recommendations on human resource development based on the succession plan, and proposing changes to the remuneration system aligned with the Company's medium- to long-term vision, she contributes to strengthening corporate governance. The Company proposes Ms. Watahiki as a candidate for outside Director because of her knowledge in legal and compliance and human capital management, and because the Company believes that she is qualified for the position of Director to continue to make decisions on management policy and corporate strategy of the Company and to supervise the execution of business operations. | ||||
Reason for concluding that the candidate is independent The candidate fulfills the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights, and is thus deemed to have a high degree of independence. The Company makes donations to the Family Problems Information Center, a public interest incorporated association where she serves as the president, but the donated amount is less than ¥10 million per annum, and therefore meets the above criteria. | ||||
Reelection | ||
Outside | ||
Independen | ||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
10 | Nobumichi Hattori (December 25, 1957) t Number of years in office at the conclusion of this general meeting of shareholders: 1 year Attendance at Board of Directors meetings: 10/10 (100%) | Apr. 1981 Joined Nissan Motor Co., Ltd. June 1989 Joined New York Headquarters of Goldman Sachs & Co. Nov. 1998 Managing Director of Goldman Sachs (Japan) Ltd. (now Goldman Sachs Japan Co., Ltd.) Oct. 2003 Visiting Associate Professor of School of International Corporate Strategy of Hitotsubashi University Nov. 2005 Outside Director of FAST RETAILING CO., LTD. (current post) Oct. 2006 Visiting Professor of School of International Corporate Strategy of Hitotsubashi University Apr. 2009 Visiting Professor of Graduate School of Finance, Accounting and Law (now Graduate School of Business and Finance) of Waseda University (current post) June 2015 Outside Director of Hakuhodo DY Holdings Inc. (current post) July 2016 Special Guest Professor of Graduate School of Business Administration of Keio University Apr. 2017 Guest Professor of Graduate School of Business Administration of Keio University (current post) July 2024 Outside Director of the Company (current post) | - shares | |
[Reasons for nomination and overview of expected roles] Having gained experience in the supervision of the M&A advisory business at a major U.S. investment bank, Mr. Hattori is currently engaged in teaching M&A, corporate valuation, and other concepts at a graduate institute of education, and is well-versed in corporate valuation in the capital markets. In addition, his experience as an outside Director at other listed companies has given him a deep knowledge of corporate management in the retail industry and other areas. Since being appointed outside Director of the Company, at meetings of the Board of Directors and at other times he has offered advice mainly on M&A and financial strategy. The Company proposes Mr. Hattori as a candidate for outside Director because it believes that his knowledge in financial affairs makes him qualified for the position of Director to continue to perform the function of supervising the decision making of the Company's management policies and corporate strategies and the execution of business. | ||||
Reason for concluding that the candidate is independent The candidate fulfills the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights, and is thus deemed to have a high degree of independence. | ||||
Reelection | ||
Outside | ||
Independen | ||
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
11 | Shigeki Kimura (March 16, 1962) t Number of years in office at the conclusion of this general meeting of shareholders: 1 year Attendance at Board of Directors meetings: 10/10 (100%) | Mar. 1986 Joined Seven-Eleven Japan Co., Ltd. May 2013 Division Manager of Financial Accounting and Division Manager of Corporate Behavior Promotion Office Mar. 2014 Executive Officer May 2016 Senior Officer of Secretary Office of Seven & i Holdings Co., Ltd. Dec. 2016 Executive Officer and Senior Officer of Corporate Development Department July 2017 Outside Director of the Company Mar. 2019 Division Manager of the Corporate Personnel Planning of Seven & i Holdings Co., Ltd. Director of Seven-Eleven Japan Co., Ltd. May 2019 Director of Seven & i Holdings Co., Ltd. July 2019 Retired as outside Director of the Company Mar. 2020 In charge of Affiliates Governance of Seven & i Holdings Co., Ltd. Director, Senior Managing Executive Officer and Division Manager of Management of Seven-Eleven Japan Co., Ltd. Apr. 2020 In charge of President Office and Group Liaison of Seven & i Holdings Co., Ltd. Mar. 2024 Director, Executive Vice President and Division Manager of Management of Seven-Eleven Japan Co., Ltd. July 2024 Outside Director of the Company (current post) May 2025 Representative Director and Vice President of Seven & i Holdings Co., Ltd. (current post) Director of Seven-Eleven Japan Co., Ltd. (current post) | - shares | |
[Reasons for nomination and overview of expected roles] As a Representative Director of a major retailer, Mr. Kimura not only has abundant knowledge of management roles but also possesses wide-ranging insights and experience in such areas as management accounting, risk management, and human capital management. Since being appointed outside Director of the Company, at meetings of the Board of Directors and at other times he has offered advice on a wide range of areas, including business strategy, finance, compliance, governance, and human resource development. The Company proposes Mr. Kimura as a candidate for outside Director because of his management experience, knowledge in financial affairs, legal and compliance, human capital management and the Retail Business, and because the Company believes that he is qualified for the position of Director to continue to make decisions on management policy and corporate strategy and to supervise the execution of business operations. | ||||
Reason for concluding that the candidate is independent The candidate fulfills the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights, and is thus deemed to have a high degree of independence. The Company's subsidiary has transactions such as real estate leasing with Seven & i Holdings Co., Ltd., where he serves as Representative Director, a subsidiary of the said company, and Seven-Eleven Japan Co., Ltd., where he is a Director. However, the amount of such transactions is less than 1% of the annual consolidated net sales of both companies, and therefore meets the above criteria. | ||||
Reelection | ||
Outside | ||
Independen | ||
(Notes) 1. Independent officer
Ms. Noriko Endo, Mr. Hideki Kuriyama, Ms. Mariko Watahiki, Mr. Nobumichi Hattori and Mr. Shigeki Kimura are candidates for outside Director. The Company has submitted notification to the Tokyo Stock Exchange that they have been designated as independent officers. If their reelection is approved, the Company plans for their designation as independent officers to continue.
Ms. Noriko Endo, Mr. Hideki Kuriyama, Ms. Mariko Watahiki, Mr. Nobumichi Hattori and Mr. Shigeki Kimura fulfill the requirements for an independent officer as provided for by the Tokyo Stock Exchange, the independence criteria for outside Directors and outside Corporate Auditors set out by the Company, and also the immaterial criteria for the judgement that the relationship with the Company is unlikely to affect shareholder's decision concerning the exercise of voting rights (see on page 21).
Liability Limitation Agreement
Pursuant to Article 427, paragraph (1) of the Companies Act and the Company's Articles of Incorporation, the Company has entered into liability limitation agreements with Ms. Noriko Endo, Mr. Hideki Kuriyama, Ms. Mariko Watahiki, Mr. Nobumichi Hattori and Mr. Shigeki Kimura between the Company that limits liability under Article 423, paragraph (1) of the same act for damages up to the amount stipulated by law, and if their reelection is approved, the above liability limitation agreements will be continued.
Indemnification Agreement
The Company does not intend to enter into an indemnification agreement with each candidate regarding the expenses stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the losses stipulated in item (ii) of the same paragraph.
Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers losses such as amount of indemnification, settlement money and court costs incurred in cases where the insured receives claims for damages from unfair acts based on their position, during the period of insurance. If the election of each candidate is approved, each candidate will be included as an insured in the policy. Also, the Company plans to renew the insurance policy with the same contents at the next renewal date.
There is no special interest between any of the candidates for Director and the Company.
The main skills of Directors and Corporate Auditors after this general meeting of shareholders when Proposals No. 2 and No. 3 are approved as originally proposed are as described on pages 22 to 24.
At the conclusion of this General Meeting of Shareholders, Corporate Auditor Koichi Kawamura will resign. Therefore, the Company proposes the election of one Corporate Auditor.
Mr. Mamoru Oki is proposed as a substitute for Mr. Koichi Kawamura, and therefore, in accordance with the provisions of the Company's Articles of Incorporation, his term of office will last until the expiration of the term of office of the resigning Corporate Auditor.
The consent of the Board of Corporate Auditors has been obtained for this proposal. The candidate for Corporate Auditor is as follows:
Name (Date of birth) | Career summary and positions in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
Mamoru Oki (January 31, 1961) New election Number of years in office at the conclusion of this general meeting of shareholders: - years Attendance at Board of Directors meetings: -/- Attendance at Board of Corporate Auditors meetings: -/- | Apr. 1986 Joined Otani Corporation (now AIN HOLDINGS INC.), Cosmetic and Drug Store Business (now Retail Business) May 1995 Dispensing Pharmacy Division of the Company (now Dispensing Pharmacy Business) Aug. 2008 Deputy Manager of Internal Audit Office (now Corporate Audit Office) June 2019 Division Manager of Internal Audit May 2022 Adviser of the Company (current post) | 2,563 shares | |
[Reasons for nomination] As the Division Manager of Internal Audit of the Company, he has experience in internal audit operations, including investigating violations of laws and internal regulations, evaluating the effectiveness of internal controls, and proposing improvement measures. Additionally, he has experience in store operations in the Dispensing Pharmacy Business and the Retail Business, and as a pharmacist possesses extensive knowledge in pharmacy management and related laws and regulations. The Company proposes Mr. Oki as a candidate for Corporate Auditor because of his knowledge in legal and compliance, the Dispensing Pharmacy Business and the Retail Business, and because the Company believes that he is qualified for the position of Corporate Auditor to audit the execution of duties by Directors of the Company. | |||
(Notes) 1. Liability Limitation Agreement
If the election of Mr. Mamoru Oki is approved at this general meeting of shareholders, pursuant to Article 427 of the Companies Act and the Company's Articles of Incorporation, the Company plans to enter into a liability limitation agreement with him to limit his liability for damages under Article 423, paragraph (1) of the same act up to the amount stipulated by law.
Indemnification Agreement
The Company does not intend to enter into an indemnification agreement with the candidate regarding the expenses stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the losses stipulated in item (ii) of the same paragraph.
Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers losses such as amount of indemnification, settlement money and court costs incurred in cases where the insured receives claims for damages from unfair acts based on their position, during the period of insurance. If the election of the candidate for Corporate Auditor is approved, the candidate will be included as an insured under the policy. Also, the Company plans to renew the insurance policy with the same contents at the next renewal date.
There is no special interest between the candidate for Corporate Auditor and the Company.
The main skills of Directors and Corporate Auditors after this general meeting of shareholders when Proposals No. 2 and No. 3 are approved as originally proposed are as described on pages 22 to 24.
An outside Director and/or an outside Corporate Auditor of the Company (hereinafter referred to as the "outside officer") will be determined as sufficiently independent from the Company if the said outside officer satisfies the requirements set forth below:
Presently or at any time within the past ten years, the person has never been an executing person of the Company or a consolidated subsidiary (hereinafter referred to as the "the Group.")
Presently or at any time within the past five years, the person has not fallen under any of the following items of (1) to (9):
A person who directly or indirectly holds 10% or more of the total voting rights of the Company, or its executing person;
A person of a company of which the Group holds directly or indirectly 10% or more of the total voting rights, or its executing person;
A counterparty which has transactions principally with the Group (total amount of transactions with the Group exceeding 2% of annual consolidated sales of the party), or its executing person;
A principal counterparty of the Group (total amount of transactions with the party exceeding 2% of annual consolidated sales of the Group), or its executing person;
A consultant, accounting professional or legal professional who has been paid money exceeding the greater of 2% or ¥10 million of the annual consolidated sales (the annual consolidated revenue) of the person or other assets in addition to the remuneration for officers by the Group. (where the entity that acquired the relevant assets is an organization, such as a corporation or a union, etc., refers to individuals who belong to the relevant organization);
A person/organization, or their business executors, who receives donations or subsidies from the Group exceeding the greater of 30% of the gross expense of the person/organization or ¥10 million;
A person who is a major lender of the Group (the amount of borrowings from the person exceeding 2% of total consolidated assets of the Group), or its executing person;
A person who belongs to auditing firm, which is an accounting auditor of the Group;
An executing person in other company of which the executing person of the Company is an outside officer of the other company
If an executing person of the Company or a person listed Clause 2 of this criteria corresponds to an important person (director except outside director, corporate auditor except outside corporate auditor, executive officer, department manager and higher management grades), a person is not a spouse of, relative within the second degree of relationship with said person.
In the event that an outside director or an outside corporate auditor of the Company (hereinafter referred to as the "outside officer") satisfies the requirements set forth below, the Company judges that the attribute information of the outside officer is unlikely to affect shareholder's decision concerning the exercise of voting rights:
A counterparty with the total amount of transactions with the Group not exceeding 1% of the annual consolidated sales of the Group nor the sales of the party in the previous fiscal years, or its executing person.
A person that has received donations or subsidies not exceeding ¥10 million from the Group in the previous fiscal years, or its executing person.
The Company has a business strategy of growth in both the Dispensing Pharmacy Business and the Retail Business, and after deliberations by the Nomination and Remuneration Committee regarding skills for providing supervisory functions that contribute to increases in corporate value over the medium to long term, the Board of Directors has been reviewing the required skills. Recently, the Board has made a partial review of the skill sets, dividing "sustainable management" into "human capital management" and "environment," and has defined them as follows.
Required skill | Details of skill | Reason for selecting |
Management experience | Has management experience in a listed company or core business company | Necessary for building appropriate management strategies for increasing corporate value over the medium to long term, and providing effective supervision of execution by management |
Finance | Holds certified public accountant or tax accountant qualifications, or has operational experience in financial institutions or accounting departments, or has experience in financial strategy, such as investment decisions, including M&A | Necessary for achieving sound management and promoting financial strategy that is congruent with management strategy |
Legal / Compliance | Holds attorney at law qualifications, or has experience as a corporate auditor, or has operational experience in legal affairs, risk management, internal audit, or compliance departments, or possesses specialist knowledge | Because a proper awareness and management of various risks associated with corporate activities and of compliance is necessary for appropriate execution by management |
Human capital management | Has operational and management experience in human capital management, including human resource strategy and development, and promoting D&I (diversity & inclusion), or possesses specialist knowledge | The greatest source of business growth is people, and for the sustainable enhancement of corporate value, a human resource strategy linked to the management strategy is essential, which is why oversight of human capital management is necessary |
Environment | Has operational and management experience in environmental matters, such as environmental protection, reducing environmental impact, and addressing climate change issues, or possesses specialist knowledge | Necessary for the promotion of environmental protection measures linked to management strategies to achieve sustainable growth of the business and increases in corporate value over the medium- to long-term |
Dispensing Pharmacy Business | Knowledge and experience of the Dispensing Pharmacy Business, such as market development (store operation, development, implementation of new initiatives, etc.), or health and healthcare policy (formulation and execution of strategies aimed at revisions in laws and regulations, etc.) | As the importance of understanding various policy trends and responding to system reforms in the Dispensing Pharmacy Business is increasing, it is necessary to have a bird's eye view of the business in general, including such issues as healthcare industry insurance systems and legal regulations, for effectively supervising the execution of business |
Retail Business | Knowledge and experience of the Retail Business, including market and product development, or brand development | Necessary for achieving a bird's eye view of the business in general, including market trends in the retail industry, and for effectively supervising execution of business |
The main skills of Directors and Corporate Auditors after this general meeting of shareholders when Proposals No. 2 and No. 3 are approved and adopted as originally proposed are as follows:
Name | Independence (for outside officers only) | Management experience | Finance | Legal / Compliance | Human capital management | Environment | Dispensing Pharmacy Business | Retail Business |
President and Representative Director Kiichi Otani | - | ● | ● | ● | ● | |||
Representative Senior Managing Director Shoichi Shudo | - | ● | ● | ● | ||||
Representative Senior Managing Director Toshihide Mizushima | - | ● | ● | ● | ● | |||
Representative Senior Managing Director Miya Oishi | - | ● | ● | ● | ||||
Director Rieko Kimei | - | ● | ● | ● | ||||
Director Nobuyuki Takakura | - | ● | ● | ● | ||||
Outside Director Noriko Endo | ● | ● | ● | ● | ● | |||
Outside Director Hideki Kuriyama | ● | ● | ||||||
Outside Director Mariko Watahiki | ● | ● | ● | |||||
Outside Director Nobumichi Hattori | ● | ● | ||||||
Outside Director Shigeki Kimura | ● | ● | ● | ● | ● | ● | ||
Standing Corporate Auditor Mamoru Oki | - | ● | ● | ● | ||||
Outside Corporate Auditor Ayako Sano | ● | ● | ● | |||||
Outside Corporate Auditor Minako Mizutani | ● | ● |
(Note) This is an indication of the skills expected by the Company and does not represent all the skills possessed.
Experience, etc. providing the basis for skills
Management experience: President and Representative Director of the Company / Finance: Promotes financial strategy as Representative Director / Dispensing Pharmacy Business: Pharmacist; founded and has driven the expansion of the business / Retail Business: Founded and has driven the expansion of the drugstore business
Management experience: Representative Director of the Company, President and Representative Director of AIN PHARMACIEZ INC. / Finance: In charge of Store Development for the Company / Dispensing Pharmacy Business: In charge of Dispensing Pharmacy Operations Management of the Company
Management experience: Representative Director of the Company / Finance: Promotes financial strategy as person in charge of Operational Support / Dispensing Pharmacy Business: In charge of Operating Management of the Company, President and Representative Director of WHOLESALE STARS Co., Ltd. / Retail Business: Division Manager of Retail Operations Management of the Company
Management experience: Representative Director of the Company, President and Representative Director of AIN PHARMACIEZ INC. / Dispensing Pharmacy Business: Pharmacist, Division Manager of Dispensing Pharmacy Operations Management of the Company / Retail Business: President and Representative Director of AIN PHARMACIEZ INC. Management experience: Director of the Company, President and Representative Director of AYURA LABORATORIES Inc. / Human capital management: as Division Manager of Personnel of the Company, leads initiatives for D&I (Diversity and Inclusion) and opportunities for women in the workplace / Retail Business: Division Manager of Cosmetic and Drug Store Business of the Company and President and Representative Director of AYURA LABORATORIES Inc.
Legal and compliance: Division Manager of Sustainability Management of the Company, experience in charge of Risk Management of the Company, Chief Social Responsibility Officer and person in charge of CSR at Teijin group, experience having led responses of said group's compliance and risk management efforts from a CSR perspective / Environment: Division Manager of Sustainability Management of the Company, Chief Social Responsibility Officer and person in charge of CSR at Teijin group / Dispensing Pharmacy Business: Experience in promoting health and medical policies at the Ministry of Health, Labour and Welfare
Financial: Knowledge of international finance, fiscal policy, macro economy, and other areas as the editor of an economics magazine / Legal and compliance: Research at university into risk and security governance / Environment: Knowledge of energy and environmental problems obtained through research into public policy as it pertains to energy / Dispensing Pharmacy Business: Knowledge gained from her involvement in reviews on social security and other such issues as a member of the government's council related to the fiscal system
Human capital management: Knowledge in organizational governance and human capital management, gained through efforts to develop human resources as a manager of a professional baseball team and of the Japan national baseball team
Legal and compliance: Attorney at law, experience as a judge / Human capital management: Possesses insights into human capital in organizational operations, gained from experience in personnel management and human resource development as President of a High Court and an instructor at the Legal Training and Research Institute of Japan.
Financial: Managing Director of Goldman Sachs (Japan) Ltd. (now Goldman Sachs Japan Co., Ltd.), Visiting Professor of School of International Corporate Strategy of Hitotsubashi University, Visiting Professor of Graduate School of Business and Finance of Waseda University, Guest Professor of Graduate School of Business Administration of Keio University Management experience: Representative Director of Seven & i Holdings Co., Ltd., Director of Seven-Eleven Japan Co., Ltd. / Financial: Division Manager of Financial Accounting and Division Manager of Management of Seven-Eleven Japan Co., Ltd. / Legal and compliance: Division Manager of Management of Seven-Eleven Japan Co., Ltd. / Human capital management: Division Manager of the Corporate Personnel Planning of Seven & i Holdings Co., Ltd. / Retail Business: Representative Director of Seven & i Holdings Co., Ltd., Director of Seven-Eleven Japan Co., Ltd.
Legal and compliance: Experience as Division Manager of Internal Audit of the Company / Dispensing Pharmacy Business: Pharmacist, experience in store operations within the Dispensing Pharmacy Business / Retail Business: Experience in store operations within the Retail Business
Financial: Was employed by Goldman Sachs (Japan) Ltd. (now Goldman Sachs Japan Co., Ltd.) / Legal and compliance: Attorney at law, outside corporate auditor of another company, auditor of incorporated administrative agency
Financial: Tax accountant
Proposal No. 4: Revision of Remuneration Amount for DirectorsReasons for proposal
The amount of remuneration for Directors of the Company was resolved at the 53rd Ordinary General Meeting of Shareholders held on July 28, 2022 as ¥500 million or less per year (of which ¥50 million or less per year was for outside Directors. Salaries for Directors who also serve as employees for their duties as employees were not included).
In light of the increasing roles and responsibilities of Directors that has resulted from changes in the economic conditions and business environment, among other factors, we would like to revise the maximum amount of remuneration for Directors to ¥500 million or less per year (of which ¥100 million or less per year is for outside Directors. Salaries for Directors who also serve as employees for their duties as employees were not included).
On the condition that this proposal is approved and adopted at the Board of Directors meeting held on June 26, 2025, the Company resolved to revise the "Decision policy regarding the content of individual remuneration for Directors." The content of this proposal has been deliberated by the Nomination and Remuneration Committee from the perspective of achieving a competitive level of remuneration to secure personnel with diverse skills and knowledge, in order to fulfill the roles and responsibilities required of the Company's Directors and to enhance its medium- to long-term corporate value. Based on the committees' report, the content was decided by the Board of Directors. The Company therefore judges the content to be appropriate.
The current number of Directors of the Company is 11 (including five outside Directors), and if Proposal No. 2 is approved and adopted as originally proposed, the number of Directors subject to this proposal will remain the same (including the same number of outside Directors).
Details of amendments
The details of amendments are as follows.
(Underlined portions indicate the proposed amendments.)
Current | Proposed Amendments |
Maximum amount of remuneration Directors ¥500 million or less per year Of whom, outside Directors ¥50 million or less per year | Maximum amount of remuneration Directors ¥500 million or less per year Of whom, outside Directors ¥100 million or less per year |
Reasons for proposal
The amount of remuneration for Corporate Auditors of the Company was resolved at the 22nd Ordinary General Meeting of Shareholders held on July 30, 1991 as ¥30 million or less per year.
Since several years have passed since the last revision of the remuneration amount, and considering the changes in economic conditions, the diversification of duties undertaken by Corporate Auditors, the accompanying increase in responsibilities, and other factors, we would like to revise the maximum amount of remuneration for Corporate Auditors to ¥50 million or less per year.
The current number of Corporate Auditors is three (including two outside Corporate Auditors), and if Proposal No. 3 is approved and adopted as originally proposed, the number of Corporate Auditors subject to this proposal will remain the same (including the same number of outside Corporate Auditors).
Details of amendments
The details of amendments are as follows.
(Underlined portions indicate the proposed amendments.)
Current | Proposed Amendments |
Maximum amount of remuneration Corporate Auditors ¥30 million or less per year | Maximum amount of remuneration Corporate Auditors ¥50 million or less per year |
-
Current Status of Company Group
-
Status of businesses in fiscal year under review
Progress and results of businesses
During the fiscal year under review (from May 1, 2024 to April 30, 2025), the Japanese economy recovered gradually along with an improvement in the employment and income environment. However, conditions remain uncertain due to the risk of downward pressure on the domestic economy from slowing conditions overseas, as well as rising prices, trends in trade policy and fluctuations in financial and capital markets.
Against this backdrop, the Group announced its medium- and long-term vision in March 2025, entitled "Ambitious Goals 2034 - A decade to promote innovation and strive for our challenging goal of a trillion yen in sales." In order to ensure medium- to long-term corporate growth even under rapidly changing market conditions, we have formulated visions by business and have set the targets for the fiscal year ending April 2034 of net sales of ¥1 trillion, return on sales of 4.0%, and an ROE of 15.0%.
In sustainability management, our Group works to provide medical and retail services in line with our mission to "Contribute to local healthcare" and "Provide beauty and happiness," which are two of our materiality areas. In addition, we regard the promotion of diversity and inclusion as one of the important initiatives in the materiality area of "ensure sound management base." As part of our active efforts to promote opportunities for women, we have been recognized for initiatives such as implementing training programs that support career development for female employees. In June 2024, our core operating company, AIN PHARMACIEZ INC., was awarded "Platinum Eruboshi Certification" by the Minister of Health, Labour and Welfare. Together with these initiatives, the Group is reinforcing its human resources strategy. In July of this year, the Company expanded the disclosure of KPIs and other information related to human capital management, an area of focus for the Group, and in November 2024, it established and disclosed the AIN Group Basic Policy Against Customer Harassment to create an environment where the human rights of all employees are protected to ensure that they work with peace of mind in good mental and physical health.
In addition to these initiatives, as part of its broader efforts to address the materiality of "protecting the environment and reducing environmental impact," the Company promoted energy-efficiency and electricity-saving measures, including the introduction of an off-site corporate power purchase agreement (PPA)* utilizing solar power generation for Group pharmacies in Kansai and Hokuriku from December 2024. Recognizing these efforts in the area of climate change, in February 2025 the Company received a B-score from CDP, an international environmental NGO that manages the world's most comprehensive dataset on environmental disclosure. This marks the second year that the Company has received a B-score, the third-highest level of environmental management. In addition, we have been recognized as a "Certified KENKO Investment for Health Outstanding Organization" by the Nippon Kenko Kaigi for the five consecutive years since 2021, and in March 2025, we were recognized as a "2025 Certified KENKO Investment for Health Outstanding Organization (Large Enterprise Category - White 500)" for the second consecutive year, placing us among the top 500 large enterprises.
As we continued to engage with our active efforts for various materialities described above, in April 2025, our Group's ESG efforts were well received, and similarly to last year, we were awarded grade "A" in the MSCI ESG Ratings.
* Off-site corporate PPA: A power purchase agreement whereby a power producer provides electricity generated by a solar power plant or other similar off-site facility to the customer as a long-term supply of environmental value.
Looking to the future as well, our Group will continue to strive to make all stakeholders "people welcome to their communities" by contributing to the resolution of various social issues through our business.
As of the end of the consolidated fiscal year under review, our Group had a total of 1,550 stores.
55th business term (from May 1, 2023 to
April 30, 2024)
56th business term (from May 1, 2024 to
April 30, 2025)
Change
Amount (Million yen)
Amount (Million yen)
Amount (Million yen)
Change (%)
Net sales
399,824
456,804
56,980
14.3%
Operating profit
20,432
16,871
(3,560)
(17.4)%
Ordinary profit
21,377
18,080
(3,296)
(15.4)%
Profit attributable to owners of parent
11,401
9,261
(2,140)
(18.8)%
ROE
8.7%
6.7%
The status of sales per business segment of the Company Group is as follows.
Dispensing Pharmacy BusinessIn the Dispensing Pharmacy Business, we have set forth our vision as "become the primary care pharmacy of choice for local communities, backed by proven expertise." We are striving to provide the functions of primary care pharmacists and pharmacies by coordinating with medical institutions, using patient medication notebooks and the like to centrally and continuously manage prescription information, and providing home-based healthcare. Through these efforts, we are enabling patients to receive medical care in their familiar local community with peace of mind.
In addition, we are actively working on the promotion of digital transformation in order to improve convenience for patients; through such tools as the "Anytime AIN Pharmacy" app, the official AIN Pharmacy app and our official AIN Pharmacy LINE account, we are creating an environment that makes it even easier to use our prescription sending service. In December 2024, the Company also added new functions to the official AIN Pharmacy app, Anytime AIN Pharmacy, including a medication notebook and a calendar to make it easier for patients to manage their medications.
During the fiscal year under review, the average prescription price rose due to an increase in high-cost prescriptions. The number of prescriptions also increased, reflecting higher service levels related to improvements in the capabilities of primary care pharmacists and pharmacies and reduced waiting times.
As for the status of open stores during the same period, including M&A, a total of 98 stores were opened across the group, 25 stores were closed, and 14 stores were transferred, resulting in Dispensing Pharmacy Business having a total of 1,290 stores.
Retail BusinessIn the Retail Business, the Group operates the chain of AINZ & TULPE cosmetics stores, which are clearly differentiated from other retailers with their unique product offerings centered on cosmetics. In addition, Francfranc, a chain of interior furnishing shops, joined the Group in August 2024. Francfranc carries out all planning, manufacturing and sales of furniture and homeware products on an integrated basis to offer comfortable daily lifestyle proposals with diverse designs and casual styling.
During the consolidated fiscal year under review, sales increased sharply, supported by the consolidation of Francfranc. In addition, the number of customers at existing AINZ & TULPE stores and stores opened in the previous fiscal year remained firm, and unit prices increased due to growth in sales of Asian cosmetics and high-priced cosmetics. Going forward, we will leverage the strengths of both AINZ & TULPE and Francfranc to generate synergies, as well as reinforce merchandise lineups and create attractive sales displays while closely monitoring buying trends.
As for the status of open stores during the same period, 16 AINZ & TULPE stores were opened and two were closed, bringing the total to 95 stores. In addition, Francfranc had 161 stores at the time it joined the Group, and with the opening of six new stores and the closing of two stores since then, the total number of Francfranc stores has reached 165, resulting in a total number of stores across the Retail Business of 260.
Status of capital expenditure and financing
The total amount of capital expenditure in the fiscal year under review is ¥13,349 million, and mainly consists of the following.
Property, plant and equipment (Store facilities, etc.) ¥8,617 million
Leasehold and guarantee deposits ¥4,731 million
During the consolidated fiscal year under review, the Company took out borrowings of ¥32,100 million as funds for M&A, etc.
Status of the acquisition of shares, etc. of other companies or other corporate realignment
The Company and two of its consolidated subsidiaries acquired the shares of 13 dispensing pharmacy business companies and two retail business companies to make them into subsidiaries during the fiscal year under review.
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Status of property, profit and loss for last three fiscal years
Category
53rd business term
(from May 1,
2021 to April 30,
2022)
54th business term
(from May 1,
2022 to April 30,
2023)
55th business term
(from May 1,
2023 to April 30,
2024)
56th business term
(Fiscal year under review) (from May 1,
2024 to April 30,
2025)
Net sales
(Million yen)
316,247
358,742
399,824
456,804
Ordinary profit
(Million yen)
16,041
17,064
21,377
18,080
Profit attributable to owners of parent
(Million yen)
7,092
9,234
11,401
9,261
Earnings per share
(Yen)
201.47
262.87
324.64
264.32
Total assets
(Million yen)
212,461
231,750
249,409
311,921
Net assets
(Million yen)
119,010
126,546
135,411
142,632
Note: Earnings per share has been calculated with the number of the Company's shares owned by the Custody Bank of Japan, Ltd. (Trust Account E) being included in treasury shares, with these being deducted from the average number of shares (53rd business term: - shares, 54th business term: - shares, 55th business term: 27,000 shares, 56th business term: 291,000 shares)
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Status of material subsidiaries
Status of material subsidiaries
Company name
Share capital (Million yen)
Ratio of Company's voting rights
(%)
Main business activities
AIN PHARMACIEZ INC.
100
100.0
Management of dispensing pharmacies, cosmetic stores and interior furnishing shops
DAICHIKU Co., Ltd.
10
100.0
Management of dispensing pharmacies
AIN CHUO INC.
10
100.0
Management of dispensing pharmacies
AIN SHINSHU INC..
10
100.0
Management of dispensing pharmacies
PHARMACY Co. Ltd.
50
100.0
Management of dispensing pharmacies
A&M Co., Ltd.
10
100.0
Management of dispensing pharmacies
WHOLESALE STARS Co., Ltd.
50
100.0
Sales of drugs, etc.
MEDIWEL Corp.
208
91.3
Healthcare consulting
Francfranc Corporation
100
100.0
Planning, development and sales of interior and miscellaneous goods
Notes: 1. The voting rights ratio of the Company is the direct ownership ratio.
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Status of businesses in fiscal year under review
On April 1, 2025, Asahi Pharmacy Co., Ltd. changed its company name to AIN CHUO INC.
On May 1, 2024, the Company transferred the business of wholly owned subsidiary Kom Medical Co., Ltd. to AIN PHARMACIEZ INC. through succession in an absorption-type merger.
On August 20, 2024, the Company acquired all shares of Francfranc Corporation and made it consolidated subsidiary.
The consolidated subsidiaries of the Company number 32 in total, including the above nine material subsidiaries.
Status of specified wholly-owned subsidiaries upon the final day of the fiscal year under review
Company name
Address
Total carrying amount
Total assets of the
company
AIN PHARMACIEZ INC.
5-2-4-30, Higashisapporo, Shiroishi-ku, Sapporo
Million yen
88,766
Million yen
181,719
Other
Status of material business partnerships
Other party
Description of agreement
Seven & i Holdings Co., Ltd.
Partnership agreement for stores, sales and product development under dispensing pharmacy and retail business businesses
- Issues that should be addressed
Medium- and Long-Term Vision "Ambitious Goals 2034"
The Group announced its medium- and long-term vision in March 2025, entitled "Ambitious Goals 2034 - A decade to promote innovation and strive for our challenging goal of a trillion yen in sales." In order to achieve sustainable growth under a rapidly changing market environment, the Group has established business-specific visions, aiming to achieve net sales of ¥700.0 billion, a net profit margin of 4.0%, and ROE of 13.0% for the fiscal year ending April 2030, and net sales of ¥1 trillion, a net profit margin of 4.0%, and ROE of 15.0% for the fiscal year ending April 2034.
About each business
In the Dispensing Pharmacy Business, the environment surrounding dispensing pharmacies has been changing, with the introduction of the certified pharmacy system in August 2021, in which prefectural governors certify pharmacies as having specified functions, the relaxation of requirements for repeat prescriptions, the online pharmaceutical guidance in April 2022, and responding to the introduction of digital prescriptions in January 2023. These events have resulted in a diversification of patient needs, a growing demand for contributing to local healthcare through the provision of higher-quality patient services and as "primary care pharmacists and pharmacies," and in addition, the roles and responsibilities of dispensing pharmacies have become even greater.
Our Group has further strengthened the expertise of our pharmacists, has actively participated in home medical care, and in addition, we are continuing to provide an environment where patients can continue their prescription medication in their familiar local community with peace of mind, through the "Anytime AIN Pharmacy" app, the official AIN Pharmacy app. In addition, we are continuing with our business strategy of increasing the scale of our business through the opening of new stores, M&A, etc., and maximizing economies of scale.
In the Retail Business, consumer purchasing behavior is becoming increasingly diverse due to the expansion of the EC market, and the integration of physical stores and online channels through omnichannel strategies is progressing. At the same time, however, challenges such as labor shortages caused by a declining birthrate and aging population are emerging, and will require flexible responses to structural changes.
In August 2024, Francfranc, a chain of interior furnishing shops, joined the Group. Francfranc carries out all planning, manufacturing and sales of furniture and homeware products on an integrated basis to offer comfortable daily lifestyle proposals with diverse designs and casual styling. In addition, the cosmetic store "AINZ & TULPE" contributes to helping customers realize their own personal lifestyles through unique product offerings centered on cosmetics. We will continue to promote investments in order to improve the brand power of both brands by leveraging synergies, opening new stores in favorable locations that will reliably attract customers, strengthening e-commerce capabilities, and enhancing products that meet customer needs, while at the same time also working on cost optimization.
Toward the realization of a sustainable society
The Group is dedicated to improving the health and happiness of our customers by supporting their health and beauty through its business activities. The Group has consistently strived to attain this goal, which is enshrined in the Group Statement, by taking a sound and ethical approach in all its corporate activities. Going forward, we will seek to grow in a sustainable way by adjusting and responding to the needs of our customers and all our other stakeholders, while also practicing sustainability management that creates social, environmental and economic value.
In December 2020, the Company identified the materiality (important issues) that it should address. In May 2021, it established primary initiatives for those materiality areas as well as KPI and fiscal 2025 targets and proceeded with specific initiatives.
Please see here for details on sustainability. https://www.ainj.co.jp/corporate/english/sustainability/
Please see here for details on efforts to reinforce the promotion of employee health (Health and productivity management at the AIN Group).
https://www.ainj.co.jp/corporate/sustainability/social/employees/health-management.html (Japanese only)