Our Board of Directors F Opinion On The Shareholder Proposal

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Seven & i Holdings Co., Ltd.

Our Board of Directors’ Opinion


on the Shareholder Proposal
April 18, 2023

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


1
Disclaimer

This document is intended to explain and clarify the opinion of the Board of Directors regarding certain statements made by ValueAct Capital (“VAC”
or “ValueAct”) and the shareholder proposals dated as of March 23, 2023. It is not a solicitation to have Seven & i or a third-party exercise voting
rights on shareholders’ behalf with respect to the proposals to be discussed at the annual general meeting of shareholders announced on the same
day.

Information other than information from Seven & i described in this document is created based on information available to the public. However, Seven
& i does not guarantee the accuracy, validity or completeness of such information, and does not bear any responsibility for decisions made using said
information.

This document also refers to forward-looking prospects based on Seven & i’s current plans, estimates, forecasts and predications regarding our
business and industry trends. These forward-looking statements are subject to various risks and uncertainties.

Risks known or unknown, uncertainties and other factors may cause results to differ from those given in our forward-looking statements. Seven & i
cannot promise that our forward-looking statements and predictions will be correct, and results may differ substantially from our forward-looking
statements.

The forward-looking statements contained in this document are made by Seven & i based on information available as of April 18, 2023. We do not
intend to update or amend any of our forward-looking statements to reflect future events or circumstances.

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


2
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


3
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


4
Executive Summary

Seven & i Holdings (“7&i”, the “Company” or “we”) and Seven & i Group (the “Group”) has built a strong foundation of
Delivering on Long- businesses to achieve our objectives
Term, Value-Creation
 A world-class retail group centered around its food that leads retail innovation through global growth strategies centered on the 7-Eleven
Strategy
business and proactive utilization of technology

7&i has taken substantial action to grow corporate / shareholder value with expansive and sweeping changes to its
business
Strategic Approach to  Continue to prioritize our resources and capital allocation to grow our Convenience Store (“CVS”) business with a food-centric focus
Portfolio Optimization  Accelerated investment in CVS business to drive growth globally; including the acquisition of Speedway (2021) and Sunoco (2018), as well as
the strategic investment in our Vietnam business (2023)
 Track-record of business optimization including completing the divestitures of OSHMAN’S JAPAN (2022) and Francfranc (2021), and
announcing the divestitures of Sogo & Seibu (2022), Barneys Japan (2023) and the realignment of Financial Services (2023)

The plan announced on March 9, 2023 raised FY2025 targets for EBITDA, Operating Cash Flow, and Free Cash Flow. This
Raised Medium-Term reflects management’s confidence that its business plan can deliver strong performance by pursuing the path it has
Guidance and Driving outlined
Performance  Achieved record high operating revenue and income at all levels during fiscal year 2022; committed to achieving ROE of 11.5% or more
(raised by ~1.5%) and ROIC of 8.0% (raised by ~1.0%) or more by the end of fiscal year 2025

Company renewed and upgraded its Board composition in May 2022 with six new independent outside directors; our
Refreshed Board highly experienced directors actively and openly discuss group strategy to best serve the interests of our shareholders and
Composed of Majority will continue to review the optimal group structure and strategic alternatives (IPO, spin-off, etc.) through the Strategy
Independent Outside Committee process
Directors Holding the  Differentiated diversity at Board level relative to other Japanese companies (majority independent outside directors, five non-Japanese directors
Business Accountable and three female directors), established a Strategy Committee (solely composed of independent outside directors), and hired outside advisors
to comprehensively evaluate strategic alternatives

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5
Executive Summary (Cont’d)

7&i has been steadily evolving the business, achieving a significant transformation in recent years. ValueAct’s proposal
would effectively halt this momentum, overturning months of progress made by the Strategy Committee, broader
ValueAct Has a Short- organization and our stakeholders, risking the potential for long-term corporate / shareholder value creation
Sighted Approach
 ValueAct has not shown any concrete growth strategy, and continues to be close-minded and overly focused on a spin of 7-Eleven; we have
continually stated that we (led by our Strategy Committee) have, are and will continue to evaluate these alternatives

By leveraging our competitive strength in food, our CVS business can provide the highest-quality food offerings
ValueAct Proposal compared to its competitors – a true differentiator in the industry. VAC’s proposal would eliminate these critical product
Based on Superficial development and supply chain network synergies and damage our competitive position
Understanding of
Business  None of ValueAct’s nominees have experience in significant business transformations, while our nominees have Japanese and international
strategy experience and business execution experience through all business cycles

Three of VAC’s nominees have no food or retail experience and the fourth has a highly checkered history with no relevant
It Would Replace experience in the past five years in a rapidly evolving industry. Meanwhile, 7&i’s nominees have deep knowledge of the
Strong, Seasoned challenges and opportunities in our business as executives and directors, along with a track record of creating value and
Directors taking proactive steps to streamline our business
with Underqualified
 Our nominees have diverse skillsets and proven track records of helping public companies drive disciplined growth, profitability and
Candidates
stakeholder value, along with a track record of willingness to pursue divestitures, re-organizations or transformational M&A opportunities when
it maximizes corporate / shareholder value

7&i’s Refreshed Board is Committed to Delivering Superior Shareholder Value and


VAC’s Proposal Would Impede Progress and Risk Destroying Shareholder Value

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6
A Message from the Independent Outside Directors of Seven & i Holdings (April 6, 2023)

To our shareholders and all other stakeholders,

• Seven & i Holdings renewed and upgraded its Board composition following the annual meeting on May 26, 2022. Since that
date, our majority independent outside directors have actively and openly discussed our Group strategy to serve the best
interests of our shareholders

• The Group Strategy Reevaluation initiated by our Board in late 2022 was a holistic effort to accelerate our group growth
strategy

• Our announcement on March 9, 2023, including the establishment of the Strategy Committee, is the outcome of intense
discussion among the Board, and has unanimous support among all our Board members

• Seven & i Holdings’ Board is committed to maximizing long-term corporate value

• The Board will continue to review optimal group structure and strategic alternatives (IPO, spin-off, etc.) comprehensively and
objectively through the Strategy Committee process

• The Seven & i Holdings independent outside directors are entirely focused on serving our shareholders and all our
stakeholders to create value and continuously ensure corporate governance best practices

Kunio Toshiro Yoshiyuki Meyumi Jenifer Simms Paul Stephen Hayes Elizabeth Miin
Ito Yonemura Izawa Yamada Rogers Yonamine Dacus Meyerdirk
Lead Independent Independent Outside Independent Outside Independent Outside Independent Outside Independent Outside Independent Outside Independent Outside
Outside Director Director Director Director Director Director Director Director

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7
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


8
Seven & i Holdings Overview

• Global retail group headquartered in Tokyo, Japan Seven & i Holdings Business Segments (3)

• Established in 2005 as part of a corporate restructuring to serve as the holding


company of SEVEN-ELEVEN JAPAN CO., LTD (“SEJ”), Ito-Yokado Co., Ltd. and its
other business ventures
• Today, 7&i is a world-class global distribution network consisting of approx.
85,000 stores across 20 countries and regions around the world (1)
– Network of c-stores, superstores, and specialty stores
• Leading retail innovation through global growth strategies centered around the
7-Eleven business and proactive utilization of technology
• The Group aims to drive growth and unlock operational efficiencies across Overseas CVS Domestic CVS
business segments and global regions by facilitating worldwide collaboration, operations (4) operations (5)
including exchange of licenses, human resources, SDGs, IT digital solutions and
joint procurement and merchandise development
Key Company Statistics

JPY11.8Tn JPY506.5Bn JPY995.3Bn


Superstore operations Financial services
FY2022 Revenue from FY2022 Operating
FY2022 Adj. EBITDA (2)
operations Income

Approx. 59.8MM
85,000 Stores FY2022 Customers / Day 167,248 Others

Across 20 (Domestic and FY2022 Employees


Countries / regions (1) Overseas Stores)

(1) As of February 2023 (4) Mainly operated by 7-Eleven, Inc. (“SEI”)


(2) EBITDA calculated by operating income + D&A + goodwill amortization (5) Mainly operated by SEJ
(3) New segment from the fiscal year ending February 29, 2024

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9
7&i’s Competitive Advantage Centered Around its Strength in Food

Consolidation of the Group’s Resources Supports the Competitiveness of 7-Eleven as the Largest Global CVS Chain

Number of Stores Globally Food at the Core of Strategy


83,282 1
Seven Premium >1.7x Approx. 30%
SEJ more Private Brand food items Seven Premium’s sales composition
development
21,252 vs. competitors (1) of SEJ’s food area in FY2022 (2)

2
SEJ Strong 46% 2/3
Customer Support of consumers actively choose of people who choose SEJ cite
SEJ over other chains (3) “variety & quality of food” as a reason (3)

3 Stores
Average # of FF sales
Globally Expand Correlation exists customers composition (5)
between fresh food (4)
the Competitive sales composition SEJ 21,252 Approx. 900 Approx. 43%
Strength in Food and # of customers RoW 62,030 Approx. 550 Approx. 25%

16,534

2,472 1,712 1,404


(6) (7)(8) (8) (8) (8)

(1) Based on research in June 2022 of comparable Japanese convenience stores (5) As of the fiscal year ending February 28, 2022
(2) As of the fiscal year ending February 28, 2023 (6) 7-Eleven stores operated directly by subsidiaries and by companies in each country granted a defined license,
(3) Based on research in September 2022 of comparable Japanese convenience stores as of February 28, 2023
(4) Fresh Food (“FF”) constitutes instant food and daily food (7) Includes the 2,193 TotalEnergies stores acquired on March 16, 2023
(8) As of December 2022
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10
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

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11
We Initiated a Radical Portfolio Change...

To Become a World-Class Retail Group

April August July January February November February April


2017 2020 2021 2022 2022 2022 2023 2023
Announcement Announcement Announcement Launch of Announcement Announcement Decided to invest Realignment of
of the acquisition of the acquisition of the partial sale 7-Eleven of the sale of of the sale of additionally in Financial
of a part of of Speedway of Francfranc International OSHMAN’S Sogo & Seibu Vietnam Services
Sunoco LLC JAPAN Business Business
Announcement
of the sale of
Barneys Japan

Investment Investment Optimization Investment Optimization Optimization Investment Optimization

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12
...Transforming Ourselves Into a Global CVS Company

FY2020 FY2022

Overseas CVS Overseas CVS


Revenue Domestic CVS 38.7% Domestic CVS
from 7.5%
74.5%
14.7%
Operations
per
Segment (1) JPY 5.7Tn
JPY 11.8Tn
CAGR ~43%

Overseas CVS Overseas CVS


Domestic CVS
31.2% Domestic CVS 56.4%
EBITDA per 48.0% 30.3%
Segment (1)(2)
JPY 626.8Bn
JPY 995.3Bn
CAGR ~26%
Overseas CVS Domestic CVS Superstore Department / Specialty stores Financial Services

(1) Contribution of each segment based on revenue from operations / EBITDA total excluding eliminations / corporate
(2) EBITDA calculated by per-segment operating income + D&A + goodwill amortization
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13
Total Shareholder Return Comparison

Total Shareholder Return Has Exceeded Key Peers Across Recent & Relevant Milestones

Total Stockholder Return – Total Stockholder Return –


Since Announcement of Speedway Acquisition Since Board Refresh and Appointing Six New Independent Outside
Directors
August 1, 2020 – Current (1) May 26, 2022 – Current (1)

88%

9%

37% 5%
31%
25%
2%
1%

Median of S&P 500 TOPIX Median of S&P 500 TOPIX


C-Store C-Store
Peers (2) Peers (2)

(1) Capital IQ as of April 7, 2023


(2) C-Store peers include Alimentation Couche-Tard, Arko, Casey’s and Murphy USA

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14
Expansion of Valuation Multiple Since Speedway Acquisition

Aggregate Value / NTM EBITDA Expansion Over Time (1)

7.5x
7.2x

4.3x

Prior to Speedway Since Board Refresh (3) Current (4)


(2)
Acquisition Announcement of Six New Directors

(1) Per Capital IQ; Aggregate Value inclusive of total lease liabilities
(2) Reflects ending multiple the trading day prior to announcement on August 1, 2020 (as of July 31, 2020)
(3) Reflects ending multiple the trading day of approval during 2022 AGM (as of May 26, 2022)
(4) Capital IQ as of April 7, 2023

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15
Food Synergies are the Core Driver of SEI Growth

We Will Leverage Our Historical Strength in Food and Optimally Allocate Management Resources
to Become a Global Retail Group with Food at its Core

SEJ’s competitive strength is highlighted through food... ...which also drives SEI growth
Daily sales by segment SEI sales by segment and average daily sales
(thousands, JPY, FY2022) (MM USD) (USD)

16,707
30,000 6,000

670 MM USD
Non-Food Food Sales CAGR(1):
534
218 522
20,000
+Approx. 10%
242 195
5,000
5,976
Food
MM USD
452 10,000

292 327

Gross margin
31.9% 30.1% 31.0% 0 0
4,000
(FY2022) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Food Sales Non-Food Sales Average daily sales (right axis)


(SEJ)
(1) Compound Annual Growth Rate of SEI’s food sales from 2010 to 2022

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16
Analysts Support the Strategy Outlined in Our Revised Medium-Term Management Plan

Analysts Have Complimented


...Setting the Tone for Solid ...Leading to Expectations of
Management’s Optimization
Near-Term Guidance... Enhanced Shareholder Return
Efforts...

April 6, 2023 April 6, 2023 April 6, 2023

“7&i announced the sale of Barneys Japan (select apparel “...guidance gives the impression of steady progress on “We still think Seven & i Holdings has plenty of
retailer) to LAOX for undisclosed amount, which we view measures and management's confidence. Management valuation appeal as it pushes ahead with initiatives in
as positive as it reflects 7&i’s continuous efforts in expects profit growth in the superstore business, with a Japan and North America.“
optimizing business portfolio.“ normalization of business conditions for Chengdu Ito-
Yokado but some weakness for Ito-Yokado and York-
Benimaru.“

April 6, 2023 March 10, 2023 March 13, 2023

“Some shareholders believe that the company’s “Consolidated financial KPIs for F2/26 have been updated. “The company has made a full-fledged review of its
restructuring measures have been found lacking, but we The target for EPS CAGR has been raised from 15%+ investment discipline as part of its financial strategy and
think management has been making steady progress originally to 18%+, and the EBITDA target from has also stepped up efforts to balance growth and
with such initiatives since 2021 as it focuses resources ¥1trn+ to ¥1.1trn+, with thriving CVS business in shareholder returns through a review of its capital
on convenience stores in the US and Japan.“ Japan and overseas forming the backdrop.“ allocation.“

Execution Toward to the Revised Management Plan is Still in the Early Innings

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17
7&i Is Successfully Evolving Our Business

i
 Our strategic focus has been to transform ourselves into a global retail group through CVS business’ growth strategy;
Simplifying Business accelerating strategic investment in CVS business and business portfolio optimization
Structure
 Selectively narrowed our business segments from 7 to 5 within 3 years based on our business strategy

ii  Executed growth investments in CVS business including the acquisition of Speedway and Sunoco, as well as the
strategic investment in our Vietnam business
Optimizing Business
Structure Selectively  Track-record of business portfolio optimization including completing the divestiture of OSHMAN’S JAPAN and
Francfranc, announcing the divestiture of Sogo & Seibu and Barneys Japan, and the re-organization of Financial
Services

iii Commitment to  Implemented “Group Strategy Reevaluation”; Board unanimously supports strategy and establishment of the Strategy
Continually Evaluate Committee
and Strengthen  Strategy Committee composed solely of independent outside directors continue to objectively and comprehensively
Governance review the optimal group structure and assess and recommend strategic alternatives (IPO, spin-off, etc.)

iv
 Updated the Medium-Term Management Plan targets following strong financial performance and the Group Strategy
Improved Financial Reevaluation
Performance
 FY2022 consolidated results achieved record highs from operations and income at each level

v
Improving  Plan to achieve a total shareholder return ratio of over 50% (cumulative total return to shareholders from FY2023 to
Shareholder FY2025)
Return  Continued stable improvement of dividends per share

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18
i Business Structure Simplification with a Focus on CVS Business

FY2020 FY2022 FY2023E

7 Segments 6 Segments 5 Segments


(1) (1)

Overseas CVS Domestic CVS Overseas CVS Domestic CVS Overseas CVS Domestic CVS
operations operations operations operations operations operations
Acquisition of
Speedway

Superstore Financial Superstore Financial Superstore Financial


operations services operations services operations services

Department
Department store
Specialty store
store operations and Others Others
operations
operations Specialty store
operations

The partial The sale of The sale of The realignment of


sale of OSHMAN’S Sogo & Seibu Financial Services
Others Francfranc
JAPAN and the sale of
Barneys Japan

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19
ii 7&i Has Been Targeted in Its Investment / Divestment Strategy

Select Investments Select Divestments (1)

Example Rationale Example Rationale


• Crucial opportunity to acquire high quality stores to • JGIA agreed to invest in a limited partnership which
increase the exposure in North America, while major would advance Francfranc’s digital transformation
gasoline company withdrawing from retail business and strengthen its e-commerce channel
• Increases logistics efficiency in SEI existing store- • Agreed to the partial sale after concluding the
opening areas by strengthening the store network in partnership would enhance the corporate value of
April 2017 the existing store areas July 2021 both Francfranc and the Group
• As outlined in the Medium-Term Management Plan,
• Iconic brand and a strong strategic fit
executed bold reforms in the focus restructuring
• Significantly diversified our presence in North areas and considered how best to promote the
America, particularly in the Midwest and on the East brand
Coast, and was a significant opportunity to optimize
• Sale enables the Group to continue the path towards
relationships with vendors and business partners
August 2020 February 2022 capital recovery and invest in growth areas
Launch of 7-Eleven • Synergistic global alliance developed to accelerate
International the growth of global CVS outside of Japan and • Challenging department store operating environment
North America • Through the sale, specifically pursued maximization
• Enables efficient support of stores in existing of Sogo & Seibu’s corporate value through realization
countries, expansion into countries with of the potential value of its real estate assets
January 2022 whitespace and strategic investments in licenses November 2022
Additional • Part of the Business Structure Transformation to
Investment in • Opportunity to pursue accelerated profit growth focus on the growth strategy of the CVS business
Vietnam Business through strategic investment in licensed business and achieve an optimal allocation of management
• Ample headroom for implementation of resources
operational efficiencies to drive margin and • Through the sale of the apparel business which is
improve average daily sales low profitability to Laox Holdings, generating synergy
February 2023 April 2023 and promoting the growth of this business
(1) Including not completed transactions
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20
iii Commitment to Undergo Continuous Review and Strengthened Governance

We Performed a Comprehensive Review... ...And Are Committed to Continuous Evaluation

• Our newly transformed board performed an extensive • This year, the Board established a Strategy Committee
Description discussion on group’s various strategic alternatives through comprised solely of independent outside directors who will
our Group Strategy Reevaluation process continually monitor the group's overall strategy and
performance

Newly Transformed Board Comprised of Strategy Committee Comprised Solely of


Majority Independent Outside Independent Outside Directors
Executives

Director Director Director Director


Stephen Kunio Toshiro Yoshiyuki
Hayes Dacus Ito Yonemura Izawa

Ryuichi Katsuhiro Junro Fumihiko Joseph Yoshimichi


Chair
Isaka Nagamatsu Michael Maruyama
Members Goto Ito
DePinto

Independent Outside Directors


Director Director Director Director
Meyumi Jenifer Simms Paul Elizabeth Miin
Yamada Rogers Yonamine Meyerdirk

Kunio Toshiro Yoshiyuki Meyumi Jenifer Paul Stephen Elizabeth


Ito Yonemura Izawa Yamada Simms Yonamine Hayes Miin
Rogers Dacus Meyerdirk

• Identify Group’s top strategic priorities


• Monitor the progress of the Group’s important strategies
• Revisit Group’s business potential and profitability
Purpose • Continue to comprehensively and objectively review the
• Review various strategic alternatives through multifaceted optimal group structure and any potential strategic
assessment alternatives (IPO, spin-off, etc.)

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21
iv Upward Revision to the Medium-Term Management Plan (1)

Updates to the Medium-Term Management Plan Following Strong Financial Performance


and the Group Strategy Reevaluation

Aim to Improve Profitability and Increase Cash Flow

EBITDA(2) Operating Cash Flow (Excl. Financial) (3) Free Cash Flow (Excl. Financial) (4)

Over Over Over


JPY 1.1Tn JPY 900.0Bn Over JPY 500.0Bn
Over
Over JPY
JPY1.0Tn
JPY 800.0Bn 400.0Bn
JPY
279.5Bn
JPY
JPY 603.8Bn
751.4Bn

FY2021 FY2025 FY2025 FY2021 FY2025 FY2025 FY2021 FY2025 FY2025


Actual Initial Target Updated Target Actual Initial Target Updated Target Actual Initial Target Updated Target

(1) Excluding considerations for strategic investments such as M&A


(2) EBITDA calculated by operating income + D&A + goodwill amortization
(3) Management accounting figures based on NOPAT excluding financial services
(4) Management accounting figures excluding financial services. Cash outflow from M&A considered as strategic investments and excluded from investing cash flow

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22
iv Upward Revision to the Medium-Term Management Plan (1) (Cont’d)

Updates to the Medium-Term Management Plan Following Strong Financial Performance


and the Group Strategy Reevaluation

Aim to Strengthen Both Capital Efficiency and B/S, and EPS Growth

ROE ROIC (Excl. Financial) Debt / EBITDA EPS

Over CAGR:
Over 18.0%
Over 8.0%
Over 3.9x CAGR:
Over 11.5%
7.0% Over 15.0%
10.0%

Lower
Lower
7.5% 4.8% Than
Than JPY
2.0x
1.8x 238.0

FY2021 FY2025 FY2025 FY2021 FY2025 FY2025 FY2021 FY2025 FY2025 FY2021 FY2025 FY2025
Actual Initial Target Updated Actual Initial Target Updated Actual Initial Target Updated Actual Initial Target Updated
Target Target Target Target
(1) Excluding considerations for strategic investments such as M&A

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23
v Stable and Continuous Improvement of Dividends Per Share

Basic Shareholder Achieve a total shareholder return ratio of over 50%


Return Policy (cumulative total return to shareholders from FY2023 to FY2025)

Dividends Per Share Trend (yen)

113.0 113.0
Commemorative
Dividend 10.0
100.0
98.5 98.5 103.0

FY2019 FY2020 FY2021 FY2022 FY2023E

Increase Operating Cash Flow and Focus on Investments in the Growth Driver of CVS Operations
as well as Ensuring Financial Soundness

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24
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

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25
7&i has Enhanced Governance Alongside Business Transformation and Growth Acceleration

A Governance Structure Transformation (April 7, 2022)

• Announced that the Board will be composed of majority independent outside directors and we will
further enhance the Skill Matrix by strengthening Board diversity, including the number of female and
non-Japanese directors, in order to effectively monitor our diverse business

B Group Strategy Reevaluation (Fall 2022 – March 9, 2023)

• Announced that the Board of Directors has identified the Group’s top strategic priorities based on Board
meetings and several discussion sessions:
 Further accelerate the shift from general retail business
 Focus on the growth strategy of the CVS operations, and achieve an optimal allocation of
management resources to become a global retail group with our competitive strength in food at its
core

C Establishment of the Strategy Committee (March 9, 2023)

• Established the Strategy Committee composed solely of independent outside directors to monitor the
progress of the Group’s important strategies and continue to objectively and comprehensively review
the optimal group portfolio structure and strategic alternatives (IPO, spin-off, etc.)

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26
A Significantly Refreshed Board Forming Japan’s Best-in-Class Governance Structure

The Board has Transformed to be Composed of Majority Independent Outside Directors, and Enhanced the Skill Matrix
by Strengthening Board Diversity in Order to Effectively Monitor Our Diverse Business – this Transformation has Created
a Board that is Among the Most Independent in All of Corporate Japan

Board Evolution Over Time

FY2021 FY2022 General Japanese Companies

# of c. 21%
Independent
Outside
5 8 More than 5 Independent Outside Directors (1)
(Over 33%) (Majority) c. 12%
Directors
Majority Independent Outside Directors (1)

5
# of Non-
Japanese 1 5% Portion of Non-Japanese Directors (2)
Directors (Proportion: ~8%) (Proportion: ~35%)

# of Female
Directors
1
(Proportion: ~8%)
3 15% Portion of Female Directors (2)

(Proportion: ~21%)

(1) Reflects listed companies on Prime Market of the Tokyo Stock Exchange as of August 1, 2022
(2) Reflects Nikkei 225 Companies as of June, 2022
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27
A Strong Independent Outside Board Member Refreshment with Shareholder Support

Yoshiyuki Izawa Meyumi Yamada Jenifer Simms Rogers Paul Yonamine Stephen Hayes Dacus Elizabeth Miin Meyerdirk

Director since 2022 Director since 2022 Director since 2022 Director since 2022 Director since 2022 Director since 2022

7&i Compensation Strategy Committee


Nomination Committee, Nomination Committee,
Committee Committee, Strategy Strategy Committee (Chair), Nomination Strategy Committee
Strategy Committee Strategy Committee
Membership Committee Committee
• Outside Director of • Chairman Emeritus & • Chairwoman & CEO
• Chair of Daiso
Nitori Holdings • Outside Director of Director (Non of Hey Favor (since
• Outside Director of California LLC
(since 2022) SOMPO Holdings Executive Director) of 2020)
Nissan (since 2021)
• Former Chairman and
(since 2021)
(since 2019)
Central Pacific • Former Head of Uber
Financial • Former Chairman of
Key Recent CEO, Representative • Outside Director of Eats Ads Marketplace,
• Outside Director of (since 2023) Sushiro Global
Experience Director of BlackRock SEINO HOLDINGS a division of Uber
Kawasaki Heavy Holdings
Japan (since 2017) • Outside Director of Eats, Uber
Industries (2016 – 2017)
(2015 – 2022)
• Representative (since 2018)
Sumitomo Mitsui Technologies
(Tenure) • Former CEO of
• Former Representative Director experience Banking (2019 – 2020)
• Outside Director of (since 2019) Walmert Japan
Director, Executive including as Co- • Vice President of
Mitsui & Co Holdings (now Seiyu
Vice President of Founder of istyle • Former President of viagogo
(since 2015) Holdings Co.)
Mitsui & Co (since 1999) IBM Japan (2011 – 2015)
Entertainment
(2008 – 2009) (2015 – 2017) (2012 – 2015)

 High-level  High-level  Extensive  High-level  High-level knowledge


knowledge and  Extensive
knowledge and experience as an knowledge and and experience in
experience knowledge and
experience in e- outside director of experience retail, digital and
regarding finance experience
commerce, digital Japanese companies regarding global marketing
and capital regarding global
Key Skillsets transformation and  Expertise in business  CEO experience and
markets retail business
marketing international  CEO experience Founding member
 CEO experience  CEO experience
 CEO experience business, risk including as of Uber Eats,
including CEO of including CEO of
including as management, and President of IBM a division of Uber
BlackRock Japan Walmart Japan
Co-Founder of istyle legal affairs Japan Technologies

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


28
A Majority Independent, Highly Experienced Directors Optimally Positioned to Create Value
Current Board Composition – FY2022 (1)

President & N Vice President & N Sr. Managing Executive C Director & Sr. Managing Director & Sr. Managing
Representative Director Representative Director Officer & Representative Executive Officer Executive Officer
Director since 2009 Director since 2005 Director Director since 2018 Director since 2015
Director since 2009
• Chair, CEO and President of • Chief Administrative Officer • Chief Sustainability Officer, • Head of Domestic CVS • Head of Overseas CVS
Seven & i Holdings of Seven & i Holdings General Manager of ESG operations (Japan) at operations (North America)
• Director of 7-Eleven, Inc. • Director of Seven-Eleven Development Division and Seven & i Holdings at Seven & i Holdings
Ryuichi • Former COO and President Katsuhiro Japan Co. and Seven Bank Junro Supervising Officer of Fumihiko • Representative Director and Joseph • Director, President and CEO
Isaka of Seven-Eleven Japan Co. Goto Ito Superstore operation at Nagamatsu President of Seven-Eleven Michael of 7-Eleven, Inc.
Seven & i Holdings Japan Co. • Outside Public Boards:
DePinto
• Outside Public Boards: • Director of 7-Eleven, Inc. Brinker International, Inc.,
Skills: Skills: Skills: Ain Holdings Inc. Skills: DHC Acquisition Corp.
 Retail  Organizational  Retail  Organizational  Retail  Organizational Skills:  Retail  Organizational
 International business management  Financial business management  Risk management / management  Retail  Organizational  International business management
 Marketing  Sustainability  Marketing  DX / IT / Security Crisis response / Legal  Sustainability  Marketing management  Marketing  DX / IT / Security

Director & Managing C I Lead Independent N C I Independent C N I Independent N S I Independent N S


Executive Officer Outside Director S
Outside Director S
Outside Director Outside Director
Director since 2020 Director since 2014 Director since 2014 Director since 2022 Director since 2022
• CFO and General Manager • Adjunct Professor, • Former Superintendent
Hitotsubashi University General of the Tokyo • Former Chairman & CEO, • Co-Founder of istyle Inc.
of Corporate Finance & Metropolitan Police Dept. Representative Director of
Accounting Division of • Specially Appointed • Outside Public Boards:
and Deputy Chief Cabinet BlackRock Japan Co. istyle Inc., Seino Holdings
Seven & i Holdings Professor, Chuo University Secretary for Crisis Mgmt.
Yoshimichi Kunio Toshiro Yoshiyuki • Former EVP at Japan Post Meyumi Co., Sompo Holdings, Inc.
• Representative Director and • Outside Public Boards: • Former Chief Security Officer Holdings
Maruyama President of Seven & i
Ito Kobayashi Pharmaceutical Yonemura at Tokyo Olympic and Izawa Yamada
Co., Toray Industries, Inc. Paralympic Games • Outside Public Boards:
Financial Center Co. Skills:
 Sustainability  Risk management / • Outside Public Boards: Skills: Nitori Holdings Co., Skills:
• Director of 7-Eleven, Inc.  Marketing Crisis response / Legal Skills: Kansaidengyosha Co., Ltd.  International Sanoh Industrial Co., Ltd  E-commerce
Skills:  DX / IT / Security  Organizational  Risk management / organizational  Business  Marketing  Organizational
 Financial business  Risk management /  Finance management Crisis response / Legal  Organizational management administration  Retail management
 Finance Crisis response / Legal  Accounting  DX / IT / Security management  Finance  Capital markets  Digital transformation  Sustainability

I Independent C S I Independent S I Independent S N I Independent S Legend:


Outside Director Outside Director Outside Director Outside Director
Director since 2022 • New Outside Director (added since 2022)
Director since 2022 Director since 2022 Director since 2022
• General Counsel Asia of • Chairman Emeritus & • Chair of the Board and • Reappointed Outside Director
Asurion Director (Non Executive Former CEO of Hana Group • Hey Favor, Inc. •C Compensation Committee
• Former President of Director) of Central Pacific SAS Chairwoman & CEO
Financial Corp. and Central • Chair of Daiso California, • Founding member of Uber •N Nomination Committee
American Chamber of
Pacific Bank Former CEO of Walmert Elizabeth
Jenifer Commerce in Japan Paul Stephen Eats (a division of Uber •S Strategy Committee
• Former President and CEO Japan Holdings (now Seiyu Miin Technologies)
Simms • Outside Public Boards: Yonamine of IBM Japan Hayes • Committee Chair
Holdings Co.) Meyerdirk • Former VP at viagogo
Rogers Mitsui & Co., Kawasaki • Outside Public Boards: Dacus
Heavy Industries, Nissan Sumitomo Mitsui Banking • Former Chairman and Entertainment, Inc. •I Independent Outside Director
Skills:
Skills: Motor Co. Skills: Corp., circlace Inc.  Retail Representative Director of Skills:
 Global legal  Digital transformation  Accounting  International Sushiro Global Holdings  Retail Note: Additional management committees not included;
 Risk management  International business  Organizational  International business business  Organizational  Finance  Digital transformation  Finance our Audit & Supervisory Board is a separate body which sits
 Finance  Sustainability management  Finance  Marketing management  Marketing  International business outside of the full Board of Directors

(1) Note: Does not include the two new directors expected to be nominated at the 2023 AGM or incumbent director stepping down
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
29
B Group Strategy Reevaluation

The Board’s Discussion, Including Our Independent Outside Directors, Covered The Group’s Various Strategic
Alternatives Comprehensively, Including Options Which Our Shareholders Encouraged Us to Consider

Our Intensive Reevaluation Process Has Been Performed Through a Multifaceted Assessment of Options

Key Questions Outcomes / Continuous Transformation Initiatives

• Focus on growth strategy of CVS operations


• What are our Group’s top strategic priorities? • Become a global retail Group with our competitive strength in
food at its core

• Revisit mid- to long-term business potential and • Implement profit improvement initiatives and continue to monitor
profitability progress

• Assessment of key criteria:


– Fit to the Group’s strategic rationale
– Impact on the Group’s competitiveness
• What is our optimal Group business structure? – Practical constraints and feasibility / timeframe
– Potential economic impact
• What are the strategic alternatives to achieve such • Established the Strategy Committee composed solely of
structure and how should that be assessed? independent outside directors
– Monitor the progress of the Group’s strategic priorities
– Continue to objectively and comprehensively review the
optimal Group structure and strategic alternatives

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30
C Board’s Implementation of Strategy Committee to Enhance Value

Background Purpose Planned Actions

• The Board established the Strategy • The committee’s mandate is • The committee will thoroughly
Committee on March 9, 2023, focused on increasing the monitor the progress of the
composed solely of independent Group’s medium- and long-term Group’s various business
outside directors corporate value and providing strategies (including domestic and
advice to the Board of Directors overseas CVS growth strategy,
Superstore transformation, etc.),
as well as objectively and
comprehensively review the
• The committee retained external • Includes 6 new independent
optimal group portfolio
advisors to support its objective outside directors appointed in
structure and any potential
analysis and consideration 2022
strategic alternatives (including
IPO, spin-off, etc.)

Strategy Committee Composition (All Eight Independent Outside Directors)

Director Chair Director Director Director


Stephen Hayes Kunio Ito Toshiro Yonemura Yoshiyuki Izawa
Dacus

Director Director Director Director


Meyumi Yamada Jenifer Simms Paul Yonamine Elizabeth Miin
Rogers Meyerdirk

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31
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

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32
Seven & i Has Attempted to Constructively Engage with ValueAct for Years

• ValueAct first contacted Seven & i in November 2020. Over the course of the next year, members of Seven & i's Board and management team
held extensive discussions with ValueAct regarding the Company's strategic path, including Board representation and strategic alternatives

– Following ValueAct’s first contact in November 2020, the Company engaged with ValueAct on over 30 occasions to actively listen
to and consider their perspectives

– During September – October 2021, the Board and management met multiple times on separate occasions to discuss various strategic
matters, including ValueAct’s perspectives on Sogo & Seibu, Ito-Yokado and group synergies, a potential spin-off and synergy analyses

– The Company invited ValueAct to present its perspectives to the full Board in December 2021

• In January 2022, ValueAct released a presentation arguing for governance interventions and strategic alternatives

– The Board agreed that change was needed in order to enhance value; in April 2022, Seven & i transformed its Board to appoint
six new independent outside directors and announced a strategic review of its Sogo & Seibu department

• Following the announcement, Seven & i continued to welcome further engagement with ValueAct and met with the fund, together with its
independent outside directors, on several occasions to discuss various topics, including potential strategic alternatives and succession planning

– At the same time, the Board and management continued to transform the Company and execute its strategy, achieving record
high operating revenue and income at all levels during fiscal year 2022 and announcing the sale of Sogo & Seibu

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


33
Seven & i Has Attempted to Constructively Engage with ValueAct for Years (Cont’d)

• When ValueAct sent a letter to the Board in October 2022 calling for a review of certain strategic alternatives, the Company responded by
disclosing that the Board was conducting a comprehensive strategic review to enhance corporate value and would continue holistic
communication with all stakeholders including VAC

– The Board’s commitment to enhancing value continued with the announcement of January 2023 that it would consider strategic
alternatives and additional business structure reform, communicating the outcome of discussions by March 10, 2023

• In March 2023, the Company established the Strategy Committee composed solely of independent outside directors to review the
optimal group portfolio structure and strategic alternatives (IPO, spin-off, etc.) and additionally raised medium-term guidance

• ValueAct then nominated four directors with limited retail or food experience and pushed for a hasty spin-off of 7-Eleven or sales of the
Company

• The Board has continuously demonstrated its willingness to engage with ValueAct constructively and incorporate mutually agreeable
governance and strategy solutions. However, the Board will not prioritize a short-sighted, near-term strategy over a thorough,
independent review process which considers long-term benefits for all shareholders

Despite the Recently Transformed Board, Continuous Engagement Regarding Strategic Updates, and Sweeping
Business Changes to Enhance Value, ValueAct Continues to Be Narrowly Focused on the Short-Term

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


34
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


35
ValueAct’s Statements Distort the Facts
7&i has Been Clearly Communicating Our Strategic Focus and Initiatives to All Our Stakeholders
Including Shareholders with a Transparent Process

ValueAct’s Misleading Narratives The Facts

7&i’s Board, including the independent outside directors,


“Shareholders have been asking for an objective
conducted a thorough assessment through the Group Strategy
review of the Company’s conglomerate structure
Reevaluation process. Moreover, our FY2022 financial results
for years due to its poor corporate value
creation and operating performance” achieved record highs and there is little rationale to support
claims of poor performance

“Seven & i announced on March 9, 2023 the


We have made clear that we will continue to assess strategic
continuation of its status quo conglomerate
alternatives and have NEVER presented any intention towards
structure, creating confusion and
disappointment in the market” a “status quo” strategy

“Mixed messages and no transparency into Our review process was transparent and introduced clear areas
review process or rationale” of strategic focus and priority initiatives

“Process led by the whole Board (which includes Our independent outside directors issued a statement in which
management), rather than led by an they unanimously confirmed their substantial involvement in
independent committee of Independent Outside the process and their support of the March 9, 2023
Directors” announcement

Our Group Strategy Reevaluation Process was an Objective Review Conducted by Our Board, Especially Including Our Independent
Outside Directors; the Eight Independent Outside Directors Issued a Statement Highlighting Their Involvement and Supporting the
Holistic Effort to Accelerate Our Group Growth Strategy
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
36
Our Robust Board Selection and Reappointment Process

• The Board and the Nominating Committee discuss on an ongoing basis the optimal Board composition to advance the Group’s
existing business foundation to a stage of increased growth

• Accordingly, the Board unanimously agreed to select directors in accordance with the updated “Ideal Group Image for 2030”
(revised as a result of the Group Strategy Reevaluation announced March 9, 2023)

 New vision: “A world-class retail Group centered around its food that leads retail innovation through global growth
strategies centered on the 7-Eleven business and proactive utilization of technology”

• We are in the process of changing our corporate governance to establish an optimal system which can achieve the Group’s
growth strategy goals

 The skillsets we require and factors we place importance on include:

(1) Experience leading a listed company or other relevant organization in a chief executive role

(2) Experience and knowledge to realize the Group’s growth strategy in terms of

(i) food, (ii) digital transformation, and (iii) global management;

(3) Experience and expertise in business transformation

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37
Our Robust Board Selection and Refreshment Process (Cont’d)

• We are in the process of changing our corporate governance to establish an optimal system which can achieve the Group’s
growth strategy goals

 Based on this policy, Kunio Ito, who has contributed as the lead independent outside director over the years, will finish his
term as of the 2023 Annual General Meeting

 Mr. Ito has contributed significantly to the governance transformation as the Chairman of the Nominating Committee
and the Compensation Committee

 Under the new Board since the Annual General Meeting in 2022, he has led the transformation of the Company’s
governance organization as the lead independent outside director

 As a replacement to Kunio Ito and Tetsuro Higashi, we will invite Shinji Wada and Fuminao Hachiuma to deliver new insights

 The Nominating Committee had meetings with several candidates, including those proposed by our
shareholders, for the Board positions and has decided to recommend the aforementioned candidates to achieve the
Group’s optimal governance system

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38
Skillset Comparison:
7&i’s Slate Critical to Furthering Strategy while ValueAct’s Lacks Additive Skillsets
7&i Nominees ValueAct Nominees

Ryuichi Katsuhiro Toshiro Shinji Fuminao Katsuya Dene Ronald Brittni


Isaka Goto Yonemura Wada Hachiuma Natori Rogers Gill Levinson

Retail Business Expertise


      
Food Business Expertise
   
Global Listed Company
C-Suite Executive      
Global Management
Experience    
Business Transformation
Experience    
DX / Security Expertise
    
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
39
Individual Evaluation:
ValueAct is Trying to Replace Strong, Seasoned Directors with Underqualified Candidates
Our nominees have a deep knowledge of challenges & opportunities in our business as executives & directors, plus a track record of creating value
Ryuichi Isaka Katsuya Natori
President, Chair, CEO and Representative Director of 7&i  No food experience (executive, director, or otherwise)
Director of 7-Eleven, Inc.; Former COO and President of Seven-Eleven Japan Co.  Only ~2 years of cumulative experience at retail companies over 20 years ago
 Rich experience as retail industry executive and in operations
 Qualified lawyer by trade and experienced as an outside director, but lacking in direct
business expertise
 Proven track record of creating value with shareholder support, achieving CEO
Ranking No.2 in retail sector in Japan (1)
Nomination Committee’s Opinion:
 Robust understanding of 7&i Group with over 40 years of experience
He already serves on the Boards of 4 companies, and his skillsets, such as legal
specialty, overlap with those of the other directors that are expected to continue on the
Katsuhiro Goto board
Vice President, CAO and Representative Director of 7&i
Director of Seven-Eleven Japan Co. and Seven Bank
Dene Rogers
 Thorough understanding of 7&i Group’s subsidiaries, including system planning,  Retail executive at companies that have not necessarily realized sustainable growth
governance and omni-channel integration in terms of financial performance (Kmart USA, Sears Canada, RadioShack)
 Skilled in various technical fields, including information management and security  Existing director on two Boards, plus Principal at Presidio & Company and COO and
Toshiro Yonemura Co-Founder at Brandstak, leaving him overboarded if he joins ours
Former Superintendent General of the Tokyo Metropolitan Police Department and Deputy
Nomination Committee’s Opinion:
Chief Cabinet Secretary for Crisis Management
Despite his retail experience, the companies he has been involved with have not
Former Chief Security Officer at Tokyo Olympic and Paralympic Games
necessarily performed well over the long-term in terms of financial results and
 Granular knowledge of various areas including security, crisis response, legal system, outcomes, and his ability to perform on our Board is doubtful
organizational efficiency and operations
 Broad range of high-level knowledge and experience regarding organizational Ronald Gill
management, risk management, and audit formulated from various outside
 Existing director on three Boards, plus Operating Partner at Lead Edge Capital,
directorships
leaving him overboarded if he joins ours
Shinji Wada  Although substantial experience in the finance area, not enough experience in
Chairman, Director and Executive Officer of NIPPON GAS CO., LTD. business management
 No experience at retail or food companies (executive, director, or otherwise)
 Proven track record of leading the business transformation and profit structure of
NIPPON GAS leveraging extensive DX expertise and experience, winning several Nomination Committee’s Opinion:
awards related to DX Although he has experience in finance, his experience does not match the specialized
 Four times achievement of CEO Ranking No.1 in energy sector in Japan (1) skills and knowledge our Board requires
 High-level knowledge and experience regarding organizational management, sales,
digital transformation and corporate governance
Brittni Levinson
 Sustainability and investor knowledge, but no executive experience
Fuminao Hachiuma  Some insight into risk management, narrowly focused on climate transition and
Former Representative Director, President and CEO of J-Oil Mills,INC
human capital issues
 Longtime executive experience, including as CEO, in leading food companies  No experience at retail or food companies (executive, director, or otherwise)
(Ajinomoto and J-OIL MILLS)
 Experienced in business transformation and overseas business expansion Nomination Committee’s Opinion:
 High-level knowledge and experience regarding food business, international business, No experience in business execution or management, and her additive contribution to
organizational management, marketing and business transformation our Board is expected to be limited

(1) Source: Institutional Investor “Japan Executive Team” Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
40
Agenda
1• Executive Summary
2• An Introduction to Seven & i Holdings
3• Successfully Evolving Strategy to Deliver Results
4• Strong Independent and Qualified Board to Oversee Strategy
5• Seven & i has Actively Engaged with ValueAct
6• ValueAct’s Demands are Not in the Interest of All Shareholders
7• Conclusion

Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.


41
Conclusion

Delivering on Long- 7&i and the Group has built a strong foundation of businesses to achieve our objectives
Term, Value-Creation  A world-class retail group centered around its food that leads retail innovation through global growth strategies centered on the 7-Eleven
Strategy business and proactive utilization of technology

7&i has taken substantial action to grow corporate / shareholder value with expansive and sweeping changes to its
business
Strategic Approach to  Continue to prioritize our resources and capital allocation to grow our CVS business with a food-centric focus
Portfolio Optimization  Accelerated investment in CVS business to drive growth globally; including the acquisition of Speedway (2021) and Sunoco (2018), as well as
the strategic investment in our Vietnam business (2023)
 Track-record of business optimization including completing the divestitures of OSHMAN’S JAPAN (2022) and Francfranc (2021), and
announcing the divestitures of Sogo & Seibu (2022), Barneys Japan (2023) and the realignment of Financial Services (2023)

The plan announced on March 9, 2023 raised FY2025 targets for EBITDA, Operating Cash Flow, and Free Cash Flow. This
Raised Medium-Term reflects management’s confidence that its business plan can deliver strong performance by pursuing the path it has
Guidance and Driving outlined
Performance  Achieved record high operating revenue and income at all levels during fiscal year 2022; committed to achieving ROE of 11.5% or more
(raised by ~1.5%) and ROIC of 8.0% (raised by ~1.0%) or more by the end of fiscal year 2025

Company renewed and upgraded its Board composition in May 2022 with six new independent outside directors; our
Refreshed Board highly experienced directors actively and openly discuss group strategy to best serve the interests of our shareholders and
Composed of Majority will continue to review the optimal group structure and strategic alternatives (IPO, spin-off, etc.) through the Strategy
Independent Outside Committee process
Directors Holding the  Differentiated diversity at Board level relative to other Japanese companies (majority independent outside directors, five non-Japanese directors
Business Accountable and three female directors), established a Strategy Committee (solely composed of independent outside directors), and hired outside advisors
to comprehensively evaluate strategic alternatives

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42
Conclusion (Cont’d)

7&i has been steadily evolving the business, achieving a significant transformation in recent years. ValueAct’s proposal
would effectively halt this momentum, overturning months of progress made by the Strategy Committee, broader
ValueAct Has a Short- organization and our stakeholders, risking the potential for long-term corporate / shareholder value creation
Sighted Approach
 ValueAct has not shown any concrete growth strategy and overly focused on a spin of 7-Eleven and continues to be close-minded; we have
continually stated that we (led by our Strategy Committee) have, are and will continue to evaluate these alternatives

By leveraging our competitive strength in food, our CVS business can provide the highest-quality food offerings
ValueAct Proposal compared to its competitors – a true differentiator in the industry. VAC’s proposal would eliminate these critical product
Based on Superficial development and supply chain network synergies and damage our competitive position
Understanding of
Business  None of ValueAct’s nominees have experience in significant business transformations, while our nominees have Japanese and international
strategy experience and business execution experience through all business cycles

Three of VAC’s nominees have no food or retail experience and the fourth has a highly checkered history with no relevant
It Would Replace experience in the past five years in a rapidly evolving industry. Meanwhile, 7&i’s nominees have deep knowledge of the
Strong, Seasoned challenges and opportunities in our business as executives and directors, along with a track record of creating value and
Directors taking proactive steps to streamline our business
with Underqualified
 Our nominees have diverse skillsets and proven track records of helping public companies drive disciplined growth, profitability and
Candidates
stakeholder value, along with a track record of willingness to pursue divestitures, re-organizations or transformational M&A opportunities when
it maximizes corporate / shareholder value

7&i’s Refreshed Board Is Committed to Delivering Superior Shareholder Value and


VAC’s Proposal Would Impede Progress and Risk Destroying Shareholder Value

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44

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