Our Board of Directors F Opinion On The Shareholder Proposal
Our Board of Directors F Opinion On The Shareholder Proposal
Our Board of Directors F Opinion On The Shareholder Proposal
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.
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
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
• 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
• 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
• Global retail group headquartered in Tokyo, Japan Seven & i Holdings Business Segments (3)
Approx. 59.8MM
85,000 Stores FY2022 Customers / Day 167,248 Others
Consolidation of the Group’s Resources Supports the Competitiveness of 7-Eleven as the Largest Global CVS Chain
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
(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
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
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
FY2020 FY2022
(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
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
13
Total Shareholder Return Comparison
Total Shareholder Return Has Exceeded Key Peers Across Recent & Relevant Milestones
88%
9%
37% 5%
31%
25%
2%
1%
7.5x
7.2x
4.3x
(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
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
“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.“
“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
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
Overseas CVS Domestic CVS Overseas CVS Domestic CVS Overseas CVS Domestic CVS
operations operations operations operations operations operations
Acquisition of
Speedway
Department
Department store
Specialty store
store operations and Others Others
operations
operations Specialty store
operations
• 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
EBITDA(2) Operating Cash Flow (Excl. Financial) (3) Free Cash Flow (Excl. Financial) (4)
Aim to Strengthen Both Capital Efficiency and B/S, and EPS Growth
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
113.0 113.0
Commemorative
Dividend 10.0
100.0
98.5 98.5 103.0
Increase Operating Cash Flow and Focus on Investments in the Growth Driver of CVS Operations
as well as Ensuring Financial Soundness
• 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
• 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
• 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.)
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
# 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
Copyright(C) Seven & i Holdings Co., Ltd. All Rights Reserved.
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
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
(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
• Revisit mid- to long-term business potential and • Implement profit improvement initiatives and continue to monitor
profitability progress
• 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.)
• 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
• 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
“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
(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
• 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
(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
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
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