J Front Retailing : Notice Regarding Changes in Representatives and Appointment of Executives　(215.0 KB)

[Translation]

To whom it may concern

April 10, 2017

Company name: J.FRONT RETAILING Co., Ltd. Representative: Ryoichi Yamamoto, President (Securities code: 3086, First Section of the Tokyo Stock Exchange and Nagoya Stock Exchange) Inquiries: Takayuki Makita, Executive Officer, Senior General Manager of Corporate Governance Promotion Division, Management Strategy Unit (TEL: +81-3-6895-0178 (from overseas))

Notice Regarding Changes in Representatives and Appointment of Executives

J.FRONT RETAILING Co., Ltd. (the "Company") shall transition to a company with three committees (nomination, audit and remuneration committees), subject to approval at the Company's 10th Annual Shareholders Meeting to be held on May 25, 2017 (hereinafter the "Meeting"), as disclosed in the news release "Notice Regarding Partial Revision of the Articles of Incorporation" dated today.

In conjunction with this transition, following deliberation and reporting by the Company's Human Resources and Remuneration Committee, the Company made decisions at a meeting of its Board of Directors held today regarding the post-transition (change of) representative, the candidates for Directors, the chairperson of the Board of Directors, the chairperson and committee members of the nomination, audit and remuneration committees, and candidates for Executive Officers, as described below.

1. Changes in representatives

2. Reason for the change

   The changes in representatives are due to the transition to a company with three committees (nomination, audit and remuneration committees).

3. Name and title of the new and current representatives (New appointment) Name: YOSHIMOTO Tatsuya

   New title: Director and Representative Managing Executive Officer President of Daimaru Matsuzakaya Department Stores Co. Ltd. President of Daimaru Matsuzakaya Sales Associates Co. Ltd.

   Name Career summary

   April 1979 Joined The Daimaru, Inc.

   Senior Manager of Preparatory Office for Opening

   Number of shares owned (shares)

   March 2000

   Sapporo Store of Planning Office for Sapporo Store, Head Office

   YOSHIMOTO Tatsuya

   January 2008 General Manager of Tokyo Store

   May 2008 Corporate Officer, General Manager of Tokyo Store Executive Officer, General Manager of Sales Planning

   (April 13, 1956)

   January 2010

   March 2010

   Promotion Division and Marketing Planning Promotion Division of Department Stores Coordination Division of J.Front Retailing Co., Ltd. Corporate Officer of Daimaru Matsuzakaya Department Stores Co. Ltd.

   Senior General Manager of Management Planning Division

   30,900

   May 2012 Director and Executive Officer

   April 2013

   President of Daimaru Matsuzakaya Department Stores Co. Ltd. (present) and President of Daimaru Matsuzakaya Sales Associates Co. Ltd. (present)

   May 2013 Director of J.Front Retailing Co., Ltd. (present)

   (Retirement) Name: KOBAYASHI Yasuyuki

   Current title: Representative Director and Senior Managing Executive Officer, Senior Executive General Manager of Affiliated Business Unit

   * The retiring KOBAYASHI Yasuyuki is scheduled to assume the office as chairperson of the Board of Directors without representative authority.

4. Title change of representative

   Name: YAMAMOTO Ryoichi

   New title: Director and President and Representative Executive Officer Current title: President

5. Scheduled date of assuming office and title change May 25, 2017

6. Candidates for Directors (scheduled to be submitted at the Meeting) Director KOBAYASHI Yasuyuki (reelection) Director DOI Zenichi (reelection)

   Director TSUTSUMI Hiroyuki (new candidate) Director (Outside) TACHIBANA FUKUSHIMA Sakie (reelection) Director (Outside) OTA Yoshikatsu (reelection)

   Director (Outside) TSURUTA Rokurou (new candidate)

   Director (Outside) ISHII Yasuo (new candidate) Director (Outside) NISHIKAWA Koichiro (new candidate) Director YAMAMOTO Ryoichi (reelection) Director YOSHIMOTO Tatsuya (reelection) Director MAKIYAMA Kozo (reelection)

   Director FUJINO Haruyoshi (reelection) Director WAKABAYASHI Hayato (reelection)

   * Five incumbent Audit & Supervisory Board Members will retire from office due to expiration of their terms of office.

7. Chairperson of the Board of Directors and chairperson and committee members of the nomination, audit and remuneration committees (scheduled to be submitted at the meeting of the Board of Directors after the Meeting)

8. Chairperson of the Board of Directors Director KOBAYASHI Yasuyuki

9. Chairperson and committee members of nomination, audit and remuneration committees

10. Nomination committee

    Director (Outside) TACHIBANA FUKUSHIMA Sakie (chairperson) Director (Outside) OTA Yoshikatsu

    Director (Outside) TSURUTA Rokurou Director KOBAYASHI Yasuyuki

    Director YAMAMOTO Ryoichi

11. Audit committee

    Director DOI Zenichi (chairperson) Director (Outside) TSURUTA Rokurou Director (Outside) ISHII Yasuo

    Director (Outside) NISHIKAWA Koichiro Director TSUTSUMI Hiroyuki

12. Remuneration committee

Director (Outside) OTA Yoshikatsu (chairperson)

Director (Outside) TACHIBANA FUKUSHIMA Sakie Director (Outside) TSURUTA Rokurou

Director KOBAYASHI Yasuyuki

Director YAMAMOTO Ryoichi

13. Reason for informal decision on Directors (composition of the Board of Directors), chairperson of the Board of Directors and chairperson and committee members of the three committees

14. Composition of the Board of Directors

    Following the transition to a company with three committees (nomination, audit and remuneration committees), at least one-third of members of the Board of Directors will be independent Outside Directors and a majority of members will be independent Outside Directors and Directors from within the Company who do not execute business in order to separate oversight from execution and improve the effectiveness of the Board of Directors' discussions.

15. Chairperson of the Board of Directors

    The chairperson of the Board of Directors will be a Director from within the Company who does not execute business in order to separate oversight from execution and ensure that the Board of Directors operates smoothly.

16. Three Committees

To heighten the effectiveness of the nomination and remuneration committees, the two committees will comprise the same members. The chairpersons of the two committees will be selected from among the independent Outside Directors in order to provide transparency and objectivity.

To maintain and improve the precision of audit procedures, the audit committee will include two full-time Internal Directors who do not execute business. The chairperson of the committee will be a Director from within the Company who does not execute business in order to ensure a smooth transition from the existing Audit & Supervisory Board structure.

New	Name	Current
President and Representative Executive Officer*	YAMAMOTO Ryoichi	President
Representative Managing Executive Officer* President of Daimaru Matsuzakaya Department Stores Co. Ltd. President of Daimaru Matsuzakaya Sales Associates Co. Ltd.	YOSHIMOTO Tatsuya	Director President of Daimaru Matsuzakaya Department Stores Co. Ltd. President of Daimaru Matsuzakaya Sales Associates Co. Ltd.
Managing Executive Officer* Director, President and Representative Executive Officer of Parco Co., Ltd.	MAKIYAMA Kozo	Director Director, President and Representative Executive Officer of Parco Co., Ltd.
Managing Executive Officer*, Senior Executive General Manager of Management Strategy Unit and in charge of Risk Management Director of Daimaru Matsuzakaya Department Stores Co. Ltd.	FUJINO Haruyoshi	Director and Managing Executive Officer, Senior Executive General Manager of Management Strategy Unit
Managing Executive Officer*, Senior Executive General Manager of Financial Strategy Unit and in charge of Financing and Finance Policy	WAKABAYASHI Hayato	Director and Executive Officer, Senior Executive General Manager of Financial Strategy Unit and in charge of Financing and Finance Policy
Managing Executive Officer, Senior General Manager of Affiliated Business	ARISAWA Hisashi	Executive Officer, Senior General Manager of Affiliated Business, Affiliated Business Unit

17. Structure for business execution (As of May 25, 2017; The "*" mark indicates individuals serving concurrently as Directors)

New	Name	Current
Managing Executive Officer, Senior Executive General Manager of Administration Unit and in charge of Compliance	MURATA Soichi	Director and Corporate Executive Officer, in charge of Special Assignments from the President of Daimaru Matsuzakaya Department Stores Co. Ltd.
Executive Officer, Senior General Manager of Management Planning Division, Management Strategy Unit	IMAZU Takahiro	Executive Officer, Senior General Manager of Management Planning Division, Group Digital Strategy Division and New Business Division, Management Strategy Unit
Executive Officer, Senior General Manager of Board of Directors Secretariat and Corporate Governance Promotion Division, Management Strategy Unit Corporate Officer and Senior General Manager of Corporate Governance Promotion Division of Daimaru Matsuzakaya Department Stores Co. Ltd.	MAKITA Takayuki	Executive Officer, Senior General Manager of Board of Directors Secretariat and Corporate Governance Promotion Division, Management Strategy Unit Corporate Officer and Senior General Manager of Corporate Governance Promotion Division of Daimaru Matsuzakaya Department Stores Co. Ltd.
Executive Officer, Senior General Manager of Budget and Management Support, Financial Strategy Unit	IWATA Yoshimi	Executive Officer, Senior General Manager of Budget and Management Support, Financial Strategy Unit
Executive Officer, Senior General Manager of Group Human Resources Division, Administration Unit Corporate Officer and Senior General Manager of Human Resources Division of Daimaru Matsuzakaya Department Stores Co. Ltd.	TADATSU Takehiko	Executive Officer, Senior General Manager of Group Human Resources Division, Administration Unit Corporate Officer and Senior General Manager of Human Resources Division of Daimaru Matsuzakaya Department Stores Co. Ltd.

Note: With regard to Executive Officer (shikkoyaku in Japanese) as the new title in the left row and Executive Officer (shikkoyakuin in Japanese) as the current title in the right row, although the English name is the same, the Japanese name and their legal functions are different because Executive Office (shikkoyaku) is a title defined in the Companies Act.

(Reference)

1. Corporate governance structure of the Company