Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 2296)
June 3, 2022
To Shareholders with Voting Rights:
Isao Miyashita
President and Chief Executive Officer
ITOHAM YONEKYU HOLDINGS INC.
1-6-21 Mita, Meguro-ku, Tokyo, JapanNOTICE OF THE 6TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 6th Ordinary General Meeting of Shareholders of ITOHAM YONEKYU HOLDINGS
INC. (the “Company”), which will be held as indicated below.
In organizing the event, we will make every possible effort to prevent infection with COVID-19. However, for the healthand safety of shareholders, and to prevent the spread of infection, you are recommended to exercise your voting rights
prior to the meeting by postal mail or via the internet.
Please note that on the date of the meeting we will hold a live broadcast on the internet, so we ask you to refrain fromtraveling to the venue and consider watching the live broadcast instead (available only on a Japanese-language website).
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time
(Reception Desk will open at 9:15 a.m.)

2. Place:

The Garden Hall (inside YEBISU GARDEN PLACE)
1-13-2 Mita, Meguro-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 6th
Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting
Auditor and the Board of Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 6th Fiscal Year (April
1, 2021 - March 31, 2022)
Matters to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 6 Directors*Please note that no gift will be provided for attendees at the Ordinary General Meeting of Shareholders.

-1-

■

■
■
■

■

Among the documents to be provided in this Notice, the following items are posted on the IR Information/General
Meeting of Shareholders page of the Company’s website pursuant to applicable laws and regulations and Article 14of the Articles of Incorporation of the Company. Accordingly, those items are not included in the attached documentsof this Notice.
(1) “Systems for Ensuring Properness of Business Operations and Overview of Operating Status of the Systems” of
the Business Report.
(2) “Notes to Consolidated Financial Statements” in the consolidated financial statements(3) “Notes to Non-consolidated Financial Statements” in the non-consolidated financial statements
Note that in addition to the material presented in the documents attached to this Notice, the Auditors also audit the
documents mentioned in (1) to (3) above. Additionally, in addition to the consolidated financial statements and thenon-consolidated financial statements presented in this Notice, the Accounting Auditor has audited the documents
mentioned in (1) to (3).
When you attend the Meeting in person, you are kindly requested to present the enclosed voting form at the reception.
The venue will be arranging the seating in a way that ensures social distancing. Accordingly, if the venue reaches its
capacity, please note that you may not be allowed entry to the venue.
Should the attached documents to this Notice (including the Reference Documents for the General Meeting of
Shareholders) require revisions by the day before this Ordinary General Meeting of Shareholders, please note thatsuch notice will be posted on the Company’s website (http://www.itoham-yonekyu-holdings.com/) (in Japanese only).
If there is a major change in the operation or venue of the General Meeting of Shareholders due to future outbreaksof COVID-19, it will be posted on the Company’s website (https://www.itoham-yonekyu-holdings.com/), and we ask
that you please confirm by visiting our website (in Japanese only).

Guidance Notes on Viewing the Livestream of the 6th Ordinary General Meeting of Shareholders
The 6th Ordinary General Meeting of Shareholders will be available for viewing through a live stream on the Company’s
website. Shareholders who wish to view the livestream may apply to do so using the participation application form on the
IR Information/General Meeting of Shareholders page of the Company’s website.
< Application deadline: Please submit your application before 5:45 p.m. Wednesday, June 23, 2022 >https://www.itoham-yonekyu-holdings.com/ir/sh_meeting.html (in Japanese only)< Important Points >・ The livestream is provided for viewing purposes only. Please note that if you participate in the livestream, it will not
be considered attendance of a general meeting of shareholders under the Companies Act. Moreover, you will not beable to exercise your voting rights or offer opinions or ask questions via the livestream・ After the shareholders have applied, we will later on send a URL link by email for them to access the livestream.
・ If for some reason we are unable to livestream, we will announce that on our IR Information/General Meeting of
Shareholders page on the Company’s website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) Business purpose
Article 2 of the current Articles of Incorporation will be amended in order to clarify the business content
in accordance with the current situation of the Group business.
(2) General meeting of shareholders without a fixed place
On June 16, 2021, the “Act for Partially Amending the Industrial Competitiveness Enhancement Act
and Other Related Acts” (Act No. 70 of 2021) came into effect, allowing listed companies to holdshareholders’ meetings without a fixed place (so-called virtual-only shareholders’ meetings) under certain
conditions by stipulating them in their Articles of Incorporation.
The Company proposes to amend Article 12 of the current Articles of Incorporation to allow the
Company to hold a general meeting of shareholders without a fixed place if the Board of Directors decides
that it is not appropriate to hold the general meeting of shareholders at a fixed place in light of the interestsof shareholders due to the spread of infectious diseases or the occurrence of a large-scale disaster, including
natural disasters.
For this amendment to the Articles of Incorporation, the Company has obtained confirmation from the
Minister of Economy, Trade and Industry and the Minister of Justice that the amendment meets therequirements stipulated in the Orders of the Ministry of Economy, Trade and Industry and the Ministry ofJustice as a case that contributes to strengthening industrial competitiveness while giving consideration toensuring shareholders’ interests.
(3) System for providing informational materials in electronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, the Company proposes to amend Article 14 of the Articles of Incorporation and to provide
supplementary provisions regarding the effective date, etc. of these amendments in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i) Article 14 of the current Articles of Incorporation will be deleted because it will no longer be required
under the system for providing informational materials in electronic format.
(ii) Article 14, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(iii) Article 14, paragraph 2 in “Proposed amendments” below will establish the provision to enable theCompany to limit the scope of the items to be stated in the paper-based documents to be delivered tothe shareholders who requested delivery of paper-based documents.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.

-3-

2. Details of the amendments
The details of amendments are as follows:(1) Business purpose(The underlined portions indicate amendments.)
Current Articles of Incorporation
Article 2

Proposed amendments(Purpose)

Article 2(Purpose)

The purpose of the Company is to control and manage the business

The purpose of the Company is to control and manage the businessactivities of companies engaged in the following businesses and of
foreign companies engaged in the businesses equivalent to theactivities of companies engaged in the following businesses and of
foreign companies engaged in the businesses equivalent to thefollowing businesses through ownership of their shares or equities,
as well as to operate the following businesses:

following businesses through ownership of their shares or equities,
as well as to operate the following businesses:

1.-8.

1.-8.

(Text omitted)(Unchanged)

9. Production and sale of rice and cereals, bread and confectionery

9. Production and sale of rice and cereals, noodles, bread andconfectionery

10.Production and sale of sauce and condiment

10.Production and sale of sauce, condiment and extract-based
condiment

11.-27.

(Text omitted)

11.-27.

(Unchanged)

Note: Some underline portions do not coincide with the Japanese version because of translation adjustments.

(2) General meeting of shareholders without a fixed place(The underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments

Article 12 (Convocation of General Meeting of Shareholders)

Article 12 (Convocation of General Meeting of Shareholders)

The Company shall convene an ordinary general meeting of(1) The Company shall convene an ordinary general meeting ofshareholders in June of each year, and shall convene
extraordinary general meetings of shareholders as necessary.

shareholders in June of each year, and shall convene extraordinary
general meetings of shareholders as necessary.
(Newly established)(2) The Company may hold a general meeting of shareholders
without a fixed place if the Board of Directors decides that it
is not appropriate to hold the general meeting of shareholders
at a fixed place in light of the interests of shareholders due tothe spread of infectious diseases or the occurrence of a largescale disaster, including natural disasters.

-4-(3) System for providing informational materials in electronic format(The underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments

Article 14. (Internet Disclosure and Deemed Provision of Reference(Deleted)

Documents for the General Meeting of Shareholders,
Etc.)
When the Company convenes a general meeting of shareholders, if
it discloses information that is to be stated or presented in thereference documents for the general meeting of shareholders,business report, financial statements and consolidated financial
statements through the internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may be deemed that
the Company has provided this information to shareholders.
(Newly established)

Article 14. (Measures, etc. for Providing Information in Electronic
Format)(1) When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
(2) Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.

(Newly established)

Supplementary Provisions(1) The deletion of Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meeting of
Shareholders, Etc.) and the establishment of the new Article
14 (Measures, etc. for Providing Information in Electronic
Format) shall take effect from September 1, 2022 (hereinafterreferred to as the “Date of Enforcement”), which is the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of2019).
(2) Notwithstanding the provisions of the preceding paragraph,
Article 14 of the Articles of Incorporation (Internet Disclosure
and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held on a datewithin six months from the Date of Enforcement.
(3) These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-5-

Proposal 2:

Election of 6 Directors

The terms of office of all 6 Directors will expire at the conclusion of this year’s Ordinary General Meetingof Shareholders. Accordingly, the election of 6 Directors including 2 Outside Directors is proposed.
The candidates are as follows:
The election of candidates for Director has been made after the deliberation by the Nomination Committee,
the majority of whose members are Independent Outside Directors.

No.

Name

Current positions and responsibilities
in the Company

Attendance at theBoard ofDirectors
meetings

1

Reelection

Isao Miyashita(Age: 54)

President and Chief Executive Officer

100%(14/14)2

Reelection

Takamasa Wakaki(Age: 53)

Director, Managing Executive Officer
Senior General Manager of Meat
Division100%(11/11)

3

New candidate

Koichi Ito(Age: 47)

Managing Executive Officer
Senior General Manager of Processed
Foods Division-

4

New candidate

Hajime Ogawa(Age: 51)

Managing Executive Officer
Chief Financial Officer
CCO

-

5

Reelection

Aya Ito(Age: 49)

Outside Director
Independent Officer

Director

100%(14/14)

6

Reelection

Yukie Osaka(Age: 66)

Outside Director
Independent Officer

Director

100%(11/11)(Notes) 1. Age and current positions and responsibilities in the Company of each candidate are as of this year’s Ordinary General
Meeting of Shareholders.
2. The attendance at the Board of Directors meetings is for those meetings held during fiscal year 2021.
3. The number of Board of Directors meetings attended by Mr. Takamasa Wakaki and Ms. Yukie Osaka only covers the Board of
Directors meetings held after their appointment as directors on June 23, 2021.

Please refer to page 12 for “Policy on the nomination of candidates for Directors and Auditors” of the Company.
Please refer to page 42 for the Nomination Committee (in Japanese only).

-6-

No.

Name
(Date of birth)2

April 1990
August 2002
June 2003
May 2006

Number ofshares of theCompany held

Joined Mitsubishi Corporation
Director, Foodlink Corporation
Director, Japan Farm Co., Ltd.
Isao Miyashita
Workedin Meat & Livestock Business Unit, Mitsubishi(February 15, 1968)
Corporation(Age: 54)
May 2007
Executive Officer; General Manager of Corporate Strategy
Planning Office, YONEKYU CORPORATION
Term of office as
108,526
Director:
May 2008
Director, Managing Executive Officer, YONEKYU
6 years and 3 months
CORPORATION
May 2013
Chief Executive Officer, YONEKYU CORPORATION
Attendance at the
April 2016
President and Chief Executive Officer, the Company (current
Board of Directors
position)
meetings
Director, Itoham Foods Inc. (current position)
100% (14/14)
Director, YONEKYU CORPORATION (current position)[Reason for nomination as candidate for Director]
Mr. Isao Miyashita has a proven record in leading the entire Group as President and Chief Executive Officer, including working toestablish a Group-wide business execution system and organizational structure, as well as promoting efficient and flexible
management.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his broad
knowledge in overall management.
April 1992
Joined Mitsubishi Corporation[Reelection]
October 2011
Vice President, COFCO Meat Holdings Ltd.
April 2016
General Manager, Meat Products Dept., Mitsubishi Corporation
Takamasa Wakaki
April 2020
In charge of Business Investment, CEO Office, Food Industry(August 15, 1968)
Group, Mitsubishi Corporation(Age: 53)
April 2021
Senior Executive Officer, COO Group Meat Division, theCompany
Term of office as
Executive Director, Itoham Foods Inc. (current position)
1,000
Director:
Senior General Manager of Meat Division, Itoham Foods Inc.
1 yearJune 2021
Director, Senior Executive Officer, the Company
October
2021
Senior
General Manager of Meat Division, the Company
Attendance at the(current
position)
Board of Directors
April 2022
Director, Managing Executive Officer, the Company (current
meetings
position)
100% (11/11)
Director, YONEKYU CORPORATION (current position)[Reason for nomination as candidate for Director]
Mr. Takamasa Wakaki is working to drive initiatives forward that contribute to the enhancement of corporate value through therestructuring of the Group’s meat business and the implementation of growth strategies.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his
wealth of experience and broad knowledge in the food industry and working overseas, along with his expertise in the area of the
fresh meat business.
[Reelection]

1

Career summary, position and responsibilities in the Company
and significant concurrent positions

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
and significant concurrent positions
April 1997
July 2006
March 20093

4

Number ofshares of theCompany held

Joined Itoham Foods Inc.
Executive Officer, Itoham Foods Inc.
Acting Senior General Manager of Meat Division, Itoham Foods
Inc.
June 2010
Director, Itoham Foods Inc.
March 2013
Director, Executive Officer, Senior General Manager of Food
[New candidate]Service Sales Division, Processed Foods Division, Itoham Foods
Inc.
Koichi Ito
April 2016
Director of Board General Manager Strategy & Business(March 16, 1975)
Development, ANZCO FOODS Ltd.
(Age: 47)
April 2018
Senior Executive Officer, the Company
Term of office as
March 2019
Executive Director, General Manager of Corporate Strategy
2,731,663
Director:
Planning Office, YONEKYU CORPORATION
April 2019
COO Group overseas business, the Company
April 2020
COO Group Meat Division, the Company
Attendance at the
Director, Senior General Manager of Meat Division, Itoham
Board of Directors
Foods Inc.
meetings
April 2021
Director, Acting Senior General Manager of Processed Foods
Division, Senior General Manager of Business Strategy
Division, Itoham Foods Inc.
April 2022
Managing Executive Officer, Senior General Manager ofProcessed Foods Division, the Company (current position)
Chief Executive Officer, Itoham Foods Inc. (current position)
Director, YONEKYU CORPORATION (current position)[Reason for nomination as candidate for Director]
Mr. Koichi Ito has served as an executive director of Itoham Foods Inc., YONEKYU CORPORATION and overseas groupcompanies, and is familiar with the Group’s meat, processed foods and overseas businesses.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his
abundant experience and broad knowledge.
April 1994
Joined Mitsubishi Corporation[New candidate]
December 2007
Mitsubishi Corporation (Shanghai) Ltd.
Hajime Ogawa
December 2009
Controller Office, Mitsubishi Corporation(September 22, 1970) February 2016
Living Essentials Group Administration Dept., Mitsubishi(Age: 51)
Corporation
April 2019
Corporate Staff Section, Mitsubishi Corporation
Term of office as
April 2022
Managing Executive Officer, Chief Financial Officer, CCO, theDirector:
Company (current position)
Director, Itoham Foods Inc. (current position)
Director, YONEKYU CORPORATION (current position)
Attendance at theBoard of Directors
meetings[Reason for nomination as candidate for Director]
Mr. Hajime Ogawa is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value through performing his duties as a Director bycapitalizing on his abundant experience and broad knowledge in the overseas operations and corporate fields.

-8-

No.

Name
(Date of birth)[Reelection][Outside Director][Independent Officer]

October 2000
June 2013

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
General Chief Editor of the Zexy magazine, Senior Manager,
Media Produce Management Department, Bridal Business
Division, Recruit Co., Ltd.

General Manager, Media Produce Management Department,
Bridal Business Division, Recruit Co., Ltd.
April 2015
General Manager, Diversity Promotion Department, Recruit
Holdings Co., Ltd.
April 2016
General Manager, Sustainability Promotion Office, Recruit
Term of office as
Holdings Co., Ltd.
Director:
April 2018
Partner, Sustainability Promotion Department (currently
4 years
Sustainability Transformation Department), Recruit Holdings
Co., Ltd. (current position)
Attendance at the
June
2018
OutsideDirector, the Company (current position)
Board of Directors
May
2020
OutsideDirector,
ewoman, Inc. (current position)
meetings
June 2021
External Board Director, eole Inc. (current position)
100% (14/14)
February 2022
President & Chief Executive Officer, Sophiamedi Corp. (current
position)[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Aya Ito has been providing objective and professional advice and supervision to the Company based on her knowledge andwealth of experience she has gained through her duties and career as an expert in sustainability promotion.
She also has attended meetings of the Nomination Committee, Remuneration Committee, Governance Committee and Sustainability
Committee as a member and has actively expressed her opinions.
She is nominated as a candidate for Outside Director in the belief that she will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value by continuing to fulfill these roles.
April 1978
Joined Nihon Short-Wave Broadcasting Co., Ltd. (currently[Reelection]
NIKKEI RADIO BROADCASTING CORPORATION)[Outside Director][Independent Officer] September 1994
Tokyo Metropolitan Television Broadcasting Corporation
September 1997
Japan Satellite Broadcasting Inc. (currently WOWOW Inc.)
Yukie OsakaMay 2016
MEIKO NETWORK JAPAN CO., LTD.
(March 15, 1956)
November 2018
Director, MEIKO NETWORK JAPAN CO., LTD.
(Age: 66)
June 2020
Outside Director, SAKURA internet Inc. (current position)
June 2021
Outside Director, the Company (current position)
Term of office as
Director:
1 yearAya Ito(May 24, 1973)(Age: 49)

5

Career summary, position and responsibilities in the Company
and significant concurrent positions

April 2014

6
Attendance at theBoard of Directors
meetings
100% (11/11)[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Yukie Osaka provides objective and professional advice and supervision to the Company based on her knowledge and wealth ofexperience that she has gained through her duties and career as a marketing consultant.
She also has attended meetings of the Nomination Committee, Remuneration Committee and Governance Committee as a member
and has actively expressed her opinions.
She is nominated as a candidate for Outside Director in the belief that she will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value by continuing to fulfill these roles.
(Notes)1. There are no special interests between each candidate and the Group.
2. The Company has entered into an agreement with Ms. Aya Ito and Ms. Yukie Osaka in accordance with the provisions in
Article 427, Paragraph 1 of the Companies Act to limit their liability for damages under Article 423, Paragraph 1 of the said
Act. The maximum amount of their liability for damages under the said agreement is the minimum amount of liability
stipulated in Article 425, Paragraph 1 of the said Act. The Company plans to renew the said agreement if their reelections areapproved at this Ordinary General Meeting of Shareholders.

-9-

3.

4.

The Company has entered into an indemnity agreement with the current Directors as provided for in Article 430-2, Paragraph
1 of the Companies Act. A summary of the indemnity agreement is provided in the Business Report (page 33, in Japaneseonly).
The Company plans to continue the indemnity agreement if the reelection of the candidates who are currently Directors isapproved, and plans to enter into the same indemnity agreement with Mr. Koichi Ito and Mr. Hajime Ogawa if their election
is approved at this Ordinary General Meeting of Shareholders.
The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company that insuresdirectors, auditors, and executive officers. A summary of the insurance contract is provided in the Business Report (page 33,
in Japanese only). If the election of candidates for Director is approved at this Ordinary General Meeting of Shareholders,each Director will be named as the insured under the said insurance contract. The term of the insurance contract is 1 year, andwill be renewed subject to the resolution of the Board of Directors prior to the expiration of the term.

[Independent Officer]
Ms. Aya Ito and Ms. Yukie Osaka are Independent Officers as prescribed in the regulations of the Tokyo Stock
Exchange. They satisfy the requirements for independent officers as provided for by the Tokyo Stock Exchange,
and the standards set by the Company for Independence Criteria for Outside Officers. The Company plans toreappoint them as Independent Officers if their reelections are approved at this Ordinary General Meeting of
Shareholders.
Please refer to page 13 for the Independence Criteria for Outside Officers set by the Company.

- 10 -

<Reference>
The Company’s management (directors, executive officers) and auditors (to be announced)
The Board of Directors is composed of a diverse group of directors with different backgrounds of expertise and experiencefor fulfilling the functions of the Board of Directors as a whole. The Board of Directors is composed of a number ofmembers that enables it to function most effectively and efficiently, and the ratio of independent outside directors is atleast one-third.
The Company has adopted an executive officer system. The expertise, experience, attributes, etc. (skills) required by the
Board of Directors to fulfill its responsibilities and roles are supplemented by the executive officers.
The skills matrix for directors, executive officers who do not concurrently serve as directors, and auditors is as follows.
Skills matrix
GeneralExpertise in food industry

ProcureProducManage- ment of
Meattion andment
ingredi- production
processing
ents

Name

Director

Isao
Miyashita●●●

Takamasa
Wakaki●●

KoichiIto●●

Hajime
Ogawa

●

●

Sale

Attribute, Experience, etc.
Product
development

Legalaffairs

FinanceandMarketing ESG, etc.
accounting

●

●

●

●

●

●

●
●

●

●

●

Yukie
Osaka

Independent
officer●●Managing
Executive Officer
Senior Executive Officer

Akihisa
Horiuchi●Kazuhiko
Misonou●

Masayuki
Yoneda●●TakeshiKoyama●●Tsuyoshi
Fukunishi●●●

Independent
officer

●

●

●
●

●
●

●

Yoshiyuki
Ishimatsu
Tomoyuki
Ushimaru

●

●

●

●

●

●

●
●

●

AuditorYoshiroMatsuzaki●

Shin
Takahashi

●

●

●

●

Independent
officerInternational
experience

●

Aya
Ito

IchiroIchikawa

IT/DX

●

●

●

Kei
Independent
Umebayashi officer●- 11 -●●●

<Reference>
Policy on the nomination of candidates for Directors and Auditors
1. Policy and procedure for the nomination of candidates for Director(1) Nomination criteria(i) Having an excellent character, knowledge and high ethical standards.
(ii) Having an excellent management perspective and an excellent ability to understand the legal and managerial
issues accurately.
(iii) Having an excellent ability to objectively analyze and judge from a company-wide perspective.
(iv) Being able to actively express one’s own opinions and having strong leadership skills.
(v) Not falling under the category of grounds for disqualification of directors stipulated in the Companies Act, andthere being no obstacle in terms of health or other factors.
(2) Nomination procedure
Based on the nomination criteria, the Nomination Committee shall fully deliberate on the appropriateness ofcandidates and the optimal composition of the Board of Directors, and then the Board of Directors shall adopt a
resolution with regard to the nomination.
2. Policy and procedure for the nomination of candidates for Auditor(1) Nomination criteria(i) Having an excellent character, knowledge and high ethical standards.
(ii) Having an excellent management perspective and an excellent ability to understand the legal and managerial
issues accurately.
(iii) Having an excellent ability to objectively analyze and judge from a company-wide perspective.
(iv) Being able to express one’s own opinions while maintaining a fair and unbiased attitude.
(v) Not falling under the category of grounds for disqualification of auditors stipulated in the Companies Act, andthere being no obstacle in terms of health or other factors.
(2) Nomination procedure
Based on the nomination criteria, the Nomination Committee shall fully deliberate on the appropriateness ofcandidates and the optimal composition of the Board of Auditors, and then, after obtaining the consent of the Board
of Auditors, the Board of Directors shall adopt a resolution with regard to the nomination.

- 12 -

<Reference>
In order to objectively judge the independence of Outside Directors and Outside Auditors (hereinafter referred to as“Outside Officers”), the Company has established the following criteria for the independence of Outside Officers.
<Independence Criteria for Outside Officers>
In addition to the requirements for independent officers stipulated by the Tokyo Stock Exchange, an Outside Director or
Outside Auditor shall be deemed to be independent if, as a result of a reasonable scope of investigation by the Company,
it is judged that they do not fall under any of the following categories.
(i) An executive Note (1) of the Company and its associated companies (hereinafter referred to as the “Group”) during thecurrent or past 10 fiscal years(ii) An entity whose major business partner is the Group Note (2) in the current or most recent fiscal year or an executive
thereof(iii) A major business partner of the Group Note (3) in the current or most recent fiscal year or an executive thereof(iv) A major shareholder (a party who owns at least 10% of the total of voting rights directly or indirectly) of the Company
in the current fiscal year or the past 3 fiscal years or an executive thereof(v) An entity in which the Group owns at least 10% of the total of voting rights directly or indirectly in the current fiscal
year or the past 3 fiscal years or an executive thereof(vi) An individual belonging to an audit corporation that is the Accounting Auditor of the Group in the current fiscal yearor the past 3 fiscal years(vii) A consultant, an accountant professional such as a certified public accountant or a certified public tax accountant, ora legal professional such an attorney at law, who receives a large amount of monetary consideration or other property
Note (4) from the Group in addition to compensation as an officer (in case it is an organization such as a corporation or
an association that receives such property, an individual who belongs to such organization)(viii) An individual, or a director or other executive of an organization such as a corporation or an association, who receivesa large amount of donations or subsidies Note (5) from the Group(ix) An individual from a company with which the Group has a mutual appointment relationship of officers Note (6)(x) Close relatives Note (8) of important individuals Note (7) executing the Group’s business or close relatives of nonexecutive directors in the current or most recent fiscal year(xi) A close relative of a person falling under any of (ii), (iii), (vii) or (viii) above
Notes(1) “Executive” means an executive director, an operating officer, an executive officer, a manager or any other employee
of a stock company, a member who executes the business of a membership company, or an individual or employee(staff, etc.) who executes the business of a corporation or an organization other than a company.
(2) “Entity whose major business partner is the Group” means an entity which receives payment from the Group in an
amount exceeding 2% of its consolidated sales.
(3) “Major business partner of the Group” means an entity which pays to the Group an amount exceeding 2% of theGroup’s consolidated sales or which provides loans to the Group in an amount exceeding 2% of the Group’s
consolidated total assets.
(4) “Large amount” as used in the context of “a large amount of monetary consideration or other property” means anamount exceeding ¥10 million per year in the case of an individual, or an amount exceeding 2% of the consolidated
sales or total revenue in the case of an organization, on average for the past 3 years.
(5) “Large amount” as used in the context of “a large amount of donations or subsidies” means an amount exceeding thehigher of ¥10 million per year or 30% of the organization’s total annual cost, on average for the past 3 years.
(6) “Mutual appointment relationship of officers” means a relationship where an individual from the Group (an individual
who is or used to be a member of the Group in the current fiscal year or the past 10 fiscal years) currently serves as an
officer or executive officer of a company, and the Company brings in the individual as an officer or executive officerof the Company from the company.
(7) “Important individuals” means an executive director, an operating officer, an executive officer, a manager or any other
employee in the office of senior management not lower than general manager.
(8) “Close relatives” means a spouse or relatives up to the second degree of kinship.

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