Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 2266
March 8, 2023
To our shareholders
Hiroyasu Tsukamoto, President
Rokko Butter Co., Ltd.
1-3-13 Sakaguchi-dori, Chuo-ku, Kobe-shi,
Hyogo

Notice of the 99th Annual General Meeting of Shareholders
We are pleased to announce the 99th Annual General Meeting of Shareholders of Rokko Butter Co., Ltd. (the“Company”), which will be held as indicated below.
You may exercise your voting rights beforehand via the internet, etc. or in writing. If you exercise your voting
rights in advance, please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights in accordance with the guidance shown on the following pages by 5:30 p.m.,
Tuesday, March 28, 2023 (JST).
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Notice of the 99th Annual General Meeting of Shareholders” on the Company’s website. Please
access the Company’s website using the internet address shown below and select “Notice of the 99th Annual General
Meeting of Shareholders” to review the information.
The Company’s website: https://www.qbb.co.jp/ir/meeting/ (in Japanese only)
In addition to posting matters for which measures for providing information in electronic format are to be taken on
the website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc.
(TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using
the internet address given below, input the issue name (company name) or securities code, and click “Search,” andthen click “Basic information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
Notice of discontinuation of the provision of souvenirs
We have decided not to provide gifts to shareholders attending this general meeting of shareholders.
Thank you for your understanding.

-1-1. Date and time:

Wednesday, March 29, 2023, at 10:00 a.m. (JST)

2. Venue:

Banquet Hall Ohwada, 1st Floor, South Building, Kobe Portopia Hotel
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe-shi, Hyogo

3. Purpose of the meeting:
Matters to be reported: The Business Report and the Financial Statements for the 99th fiscal year (fromJanuary 1, 2022 to December 31, 2022)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendment to the Articles of Incorporation
Proposal No. 3 Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4 Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5 Determination of the Amount of Remuneration, Etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal No. 6 Determination of the Amount of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 7 Election of Financial Auditor- For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
- Please note that, if revisions to the matters for which measures for providing information in electronic format are to be taken arise, a
notice of the revisions and the details of the matters before and after the revisions will be posted on the Company’s aforementioned
website and the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company intends to pay a year-end dividend as follows based on the Company’s belief that the most importantmatter with respect to its dividend policy is to maintain a stable dividend while enhancing internal reserves in orderto strengthen the corporate structure and secure profits for the future.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥20 per common share of the Company
Total payment: ¥389,670,720(3) Effective date of dividends of surplus
March 30, 2023

-3-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the amendment(1) The Company seeks to transition from a company with Audit & Supervisory Board to a company with Audit
and Supervisory Committee in order to further enhance its corporate governance through a more robust
oversight framework, which is to be achieved by strengthening the supervisory function of the Board of
Directors that has Audit and Supervisory Committee Members, who audit the execution of duties byDirectors, as its members. Hence, the Company proposes to make such amendments as establishing newprovisions about Directors who are Audit and Supervisory Committee Members and about the Audit andSupervisory Committee, which are necessary for the Company to make a transition to a company with Audit
and Supervisory Committee, and deleting provisions about Audit & Supervisory Board Members and the
Audit & Supervisory Board.
(2) 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) was enforced on September 1, 2022 to establish
the system for providing informational materials for the general meeting of shareholders in electronic format.
Therefore, the Company proposes to make the following amendments accordingly.
(i) Article 16, 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.
(ii) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested
the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(3) Article 28 of the current Articles of Incorporation will be amended so that the Company will be able to enter
into a limited liability agreement with each Director who is not a Director who executes the operations of
the Company (“Executive Director”). In addition, the consent of the Audit & Supervisory Board Members
has been obtained for this amendment.
(4) Other required amendments will be made, including changes to the wording in line with the amendments
stated above.
2. Details of the amendments
Details of the amendments are as shown in the table below. (Changes are underlined)
The amendment to the Articles of Incorporation pertaining to this proposal takes effect at the conclusion of thismeeting.
Current Articles of Incorporation

Proposed amendments

Chapter I
General Provisions
Article 1.
(Newly established)
Article 1.
The name of the Company shall be “Rokko Butter
Kabushiki Kaisha” and in English it shall be “Rokko Butter
Co., Ltd.”

Chapter I
General Provisions(Trade Name)(Unchanged)

Articles 2. and 3.
(Omitted)
Articles 2. and 3.
(Unchanged)
Article 4.
(Organs)
Article 4.
(Organs)
The Company shall have, in addition to the general meeting The Company shall have, in addition to the general meetingof shareholders and Directors, the following organs:of shareholders and Directors, the following organs:(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit and Supervisory Committee(3) Audit & Supervisory Board(Delete)(4) Financial Auditor(3) Financial Auditor
Article 5.
(Omitted)
Article 5.
(Unchanged)-4-Current Articles of Incorporation
Chapter II
Shares
Articles 6. to 12.
(Omitted)

Articles 6. to 12.

Proposed amendments
Chapter II
Shares(Unchanged)

Chapter III
Chapter III
General Meeting of Shareholders
General Meeting of Shareholders
Articles 13. to 15.
(Omitted)
Articles 13. to 15.
(Unchanged)
Article 16. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of(Delete)Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor indicated in the reference documents for the general
meeting of shareholders, business report, financial
statements and/or consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ordinance of the Ministry of Justice, it may be deemedthat the Company has provided this information toshareholders.
(Newly established)
Article 16. (Measures for Providing Reference Documents
for the General Meeting of Shareholders, Etc. inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among matters for which measures for providing
information in electronic format are to be taken, theCompany shall not be required to include all or some ofthose matters designated by the Ministry of Justice
Order from statements in the paper-based documents to
be delivered to shareholders who requested the deliveryof paper-based documents.
Articles 17. and 18.
(Omitted)
Articles 17. and 18.
(Unchanged)
Chapter IV
Directors and Board of Directors
Article 19. (Number of Directors)
The Company shall have not more than 15 Directors.

(Newly established)
Article 20. (Election)
1. Directors shall be elected by resolution of a general
meeting of shareholders.

Chapter IV
Directors and Board of Directors
Article 19. (Number of Directors)
1. The Company shall have not more than 15 Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2. The Company shall have not more than four Directors
who are Audit and Supervisory Committee Members.
Article 20. (Election)
1. Directors shall be elected by resolution of a general
meeting of shareholders with a distinction madebetween Directors who are Audit and Supervisory
Committee Members and other Directors.
2.
(Unchanged)

2. Resolutions on the election of a Director shall be madeby a majority of the votes of the shareholders present at
the meeting where the shareholders holding at least onethird of the voting rights of the shareholders entitled toexercise their votes at such meetings are present.
3. Resolutions for the election of Directors shall not be
3.
(Unchanged)
conducted by cumulative voting.
Article 21. (Term of Office)
Article 21. (Term of Office)
1. The term of office of a Director shall expire at the
1. The term of office of a Director shall expire at theconclusion of the annual general meeting of
conclusion of the annual general meeting ofshareholders for the last business year out of theshareholders for the last business year out of thebusiness years terminating within one year after thebusiness years terminating within two years after theelection of the Director.
election of the Director (excluding Directors who are
Audit and Supervisory Committee Members).

-5-Current Articles of Incorporation(Newly established)

2. The term of office of a Director elected to fill a vacancy
or to increase the number of Directors shall expire upon
the expiration of the term of office of other current
Directors.
(Newly established)

Proposed amendments
2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within two years after theelection of the Director.
(Delete)3. The term of office of a Director who is an Audit andSupervisory Committee Member elected as thesubstitute for a Director who was an Audit andSupervisory Committee Member and retired from office
before the expiration of the term of office shall continue
until the time the term of office of the Director who wasan Audit and Supervisory Committee Member andretired from office is to expire.
Article 22. (Representative Directors and Directors With
Article 22. (Representative Directors and Directors With
Special Titles)
Special Titles)
1. The Board of Directors shall appoint representative
1. The Board of Directors shall appoint representative
Director(s) by its resolution.
Director(s) from Directors (excluding Directors who are
Audit and Supervisory Committee Members) by its
resolution.
2. The Board of Directors may appoint, by its resolution,
2. The Board of Directors may appoint from Directors(excluding Directors who are Audit and Supervisory
one Director and Chairman, one Director and President,
Committee Members), by its resolution, one Director
one or a small number of Director and Vice Presidents,
and Chairman, one Director and President, one or aone or a small number of Senior Managing Directors,
small number of Director and Vice Presidents, one or aand one or a small number of Managing Directors.
small number of Senior Managing Directors, and one ora small number of Managing Directors.
Article 23.
(Omitted)
Article 23.
(Unchanged)
Article 24. (Convocation Procedures for Meeting of the
Article 24. (Convocation Procedures for Meeting of theBoard of Directors)
Board of Directors)
1. When convening a meeting of the Board of Directors, a
1. When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director and eachnotice shall be dispatched to each Director at least five
Audit & Supervisory Board Member at least five days
days before the day of the meeting; provided, however,before the day of the meeting; provided, however, thatthat this period may be reduced in case of urgent needs.
this period may be reduced in case of urgent needs.
2. With the consent of all Directors and Audit &2. With the consent of all Directors, a meeting of theSupervisory Board Members, a meeting of the Board of
Board of Directors may be held without following the
Directors may be held without following the convening
convening procedures.
procedures.
Article 25.
(Omitted)
Article 25.
(Unchanged)(Newly established)
Article 26. (Delegation of Decisions of Execution ofImportant Operations)Pursuant to the provision of Article 399-13, paragraph (6)of the Companies Act, the Board of Directors may delegate
all or part of decisions of execution of important operations(excluding matters listed in items of paragraph (5) of thesame Article) to Directors by its resolution.
Article 26.
(Omitted)
Article 27.
(Unchanged)
Article 27. (Remuneration, Etc.)
Article 28. (Remuneration, Etc.)
Remuneration, bonuses and other economic benefits givenby the Company in consideration for the execution ofduties (hereinafter referred to as the “Remuneration, Etc.”)
to Directors shall be determined by resolution of a general
meeting of shareholders.

Remuneration, bonuses and other economic benefits givenby the Company in consideration for the execution ofduties to Directors shall be determined by resolution of ageneral meeting of shareholders with a distinction madebetween Directors who are Audit and Supervisory
Committee Members and other Directors.

-6-

Current Articles of Incorporation
Article 28. (Limited Liability Agreement With Outside
Directors)
Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with each Outside Director to limit his/her
liability for damages under Article 423, paragraph (1) of
the Companies Act; provided, however, the maximum
amount of liability for damages under this agreement shallbe the minimum liability amount provided for under laws
and regulations.

Proposed amendments
Article 29. (Limited Liability Agreement With Directors)
Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with each Director who is not an executive
Director to limit his/her liability for damages as a result of
his/her neglect of duties; provided, however, the maximum
amount of liability for damages under this agreement shallbe the minimum liability amount provided for under laws
and regulations.

Chapter V
Audit & Supervisory Board Members and Audit &Supervisory Board
Article 29. (Number of Audit & Supervisory Board
Members)
The Company shall have not more than four Audit &Supervisory Board Members.
Article 30. (Election)
1. Audit & Supervisory Board Members shall be electedby resolution of a general meeting of shareholders.
2. Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votesof the shareholders present at the meeting where theshareholders holding at least one-third of the voting
rights of the shareholders entitled to exercise their votes
at such meetings are present.
Article 31. (Term of Office)
1. The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last businessyear out of the business years terminating within four
years after the election of the Audit & Supervisory
Board Member.
2. The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office
before the expiration of the term of office shall continue
until the time the term of office of the Audit &Supervisory Board Member who retired from office is
to expire.
Article 32. (Full-Time Audit & Supervisory Board
Members)
The Audit & Supervisory Board shall appoint full-time
Audit & Supervisory Board Member(s) by its resolution.
Article 33. (Convocation Procedures for Meeting of the
Audit & Supervisory Board)
1. When convening a meeting of the Audit & Supervisory
Board, a notice shall be dispatched to each Audit &Supervisory Board Member at least five days before theday of the meeting; provided, however, that this period
may be reduced in case of urgent needs.
2. With the consent of all Audit & Supervisory Board
Members, a meeting of the Audit & Supervisory Board
may be held without following the convening
procedures.
Article 34. (Method of Resolution of the Audit &Supervisory Board)
Unless otherwise provided for by laws and regulations,resolutions of the Audit & Supervisory Board shall be
adopted by a majority of the votes of the Audit &Supervisory Board Members.

-7-(Delete)(Delete)(Delete)(Delete)(Delete)(Delete)(Delete)Current Articles of Incorporation
Article 35. (Regulations of the Audit & Supervisory Board)

Proposed amendments(Delete)Matters concerning the Audit & Supervisory Board shall begoverned by the Regulations of the Audit & Supervisory
Board established by the Audit & Supervisory Board, in
addition to applicable laws and regulations and these
Articles of Incorporation.
Article 36. (Remuneration, Etc.)
The Remuneration, Etc. to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
Article 37. (Limited Liability Agreement With Outside
Audit & Supervisory Board Members)
Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with each Outside Audit & Supervisory Board
Member to limit their liability for damages under Article
423, paragraph (1) of the Companies Act; provided,
however, the maximum amount of liability for damages
under this agreement shall be the minimum liability
amount provided for under laws and regulations.
(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)

Chapter VI
Financial Auditor
Articles 38. and 39.
(Omitted)

Articles 40. to 43.

Chapter VII
Accounts(Omitted)(Delete)(Delete)

Chapter V
Audit and Supervisory Committee
Article 30. (Full-Time Audit and Supervisory Committee
Members)
The Audit and Supervisory Committee may appoint fulltime Audit and Supervisory Committee Member(s) by its
resolution.
Article 31. (Convocation Procedures for Meeting of the
Audit and Supervisory Committee)
1. When convening a meeting of the Audit andSupervisory Committee, a notice shall be dispatched toeach Audit and Supervisory Committee Member at least
five days before the day of the meeting; provided,
however, that this period may be reduced in case ofurgent needs.
2. With the consent of all Audit and Supervisory
Committee Members, a meeting of the Audit andSupervisory Committee may be held without following
the convening procedures.
Article 32. (Method of Resolution of the Audit andSupervisory Committee)
Resolutions by the Audit and Supervisory Committee shallbe made by a majority vote at a meeting where the majorityof Audit and Supervisory Committee Members entitled toparticipate in the voting is present.
Article 33. (Regulations of the Audit and Supervisory
Committee)
Matters concerning the Audit and Supervisory Committee
shall be governed by the Regulations of the Audit andSupervisory Committee established by the Audit andSupervisory Committee, in addition to applicable laws andregulations and these Articles of Incorporation.
Chapter VI
Financial Auditor
Articles 34. and 35.
(Unchanged)

Articles 36. to 39.

-8-

Chapter VII
Accounts(Unchanged)

Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation” in its originalform, the Company will make the transition to a company with Audit and Supervisory Committee, and all 11
Directors, not including Director Hitoshi Yamazaki who passed away on February 13, 2023, will retire from officedue to expiration of their terms of office when the amendment to the Articles of Incorporation takes effect. Therefore,
the Company proposes the election of seven Directors assuming the post after its transition to a company with Audit
and Supervisory Committee (excluding, however, Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal).
This proposal, however, can only take effect after the amendment to the Articles of Incorporation stated in Proposal
No. 2 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1976
Apr. 2005
Jan. 2007

Hirokazu Miyake(November 6, 1952)

Mar. 2007
Apr. 2010
Mar. 2011

1
Jan. 2015
Mar. 2021

Joined the Company
Head of Production Management Group
Head of Production Management Group andHead of Production Group
Director and Head of Production Group
Director and General Manager of Inami
Production Department
Managing Director, General Manager of
Production Division, and Inami FactoryManagerPresident
Chairman of the Board(current position)

Number of theCompany’s shares
owned

34,000 shares

Reasons for nomination as candidate for Director
He became President in 2015, and since becoming Chairman of the Board in 2021, he has overseen the Company’s
overall management. Furthermore, the Company has decided on his continued candidacy for Director because he has
the ability to make accurate and prompt overall management decisions and achieve sustainable growth and increase
corporate value of the Company.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 2000
Apr. 2012
Jan. 2013
Mar. 2013
Jan. 2015

Hiroyasu Tsukamoto(August 5, 1975)

Jan. 2017

2
Jan. 2018
Mar. 2019
Jan. 2021

Mar. 2021

Joined the Company
General Manager of Purchasing Department
General Manager of Inami Production
Department
Director and General Manager of Inami
Production Department
Managing Director in charge of Corporate
Planning Department, Human Resource andGeneral Administration Department, Quality
Assurance Department, and Purchasing
Department
Senior Managing Director in charge ofCorporate Planning Department, Human
Resource and General Administration
Department, Quality Assurance Department,
and Purchasing Department
Director and Vice President, and General
Manager of Development Division
Vice President and General Manager ofDevelopment Division
Vice President, General Manager ofDevelopment Division, and General Manager
of Business Development Department
President(current position)

Number of theCompany’s shares
owned

78,622 shares

Reasons for nomination as candidate for Director
He became a Director in 2013 and has served as President since 2021, demonstrating strong leadership based on his
extensive experience and expertise. Furthermore, the Company has decided on his continued candidacy for Director
because he has the ability to develop new ideas and act on management strategies, and thus he will be able to achievesustainable growth and increase corporate value of the Company.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1984
Apr. 2009
Apr. 2011
Jan. 2015
Mar. 2015

Jan. 2018
Yukio Nakamura(August 15, 1961)

Mar. 20193
Mar. 2021

Jan. 2023

4

Joined the Company
Head of Quality Assurance Group
General Manager of Production Management
Department
General Manager of Inami Production
Department
Director, Deputy General Manager of
Production Division, and General Manager ofInami Production Department
Director, Deputy General Manager ofDevelopment Division, and General Manager
of Product Development Department
Managing Director, General Manager of
Production Division, Kobe Factory Manager,
and Inami Factory Manager
Managing Director, General Manager of
Production and Development Division, General
Manager of Development Division, and Kobe
Factory Manager
Managing Director, General Manager of
Production Division, and Kobe FactoryManager(current position)

Number of theCompany’s shares
owned

10,000 shares

Reasons for nomination as candidate for Director
He has a wealth of operational experience and knowledge as a person responsible for such divisions as quality
assurance, production management, and production divisions. Currently, he supervises the production division as Kobe
Factory Manager. The Company has decided on his continued candidacy for Director because he can continue tocontribute to the Company’s sustainable growth and the enhancement of corporate value.
Apr. 1988
Joined the Company
Jan. 2014
General Manager of Kitakanto Branch
Jan. 2015
General Manager of Nagoya Branch
Jan. 2016
General Manager of Tokyo Branch
Jan. 2017
General Manager of Retail Sales Department
Mar. 2017
Director and General Manager of Retail Sales
Department
Jan. 2018
Director, Deputy General Manager of Sales
Yasunori Saito
10,000 shares
Division, and General Manager of Retail Sales(July 31, 1965)
Department
Jan. 2019
Director, Deputy General Manager of Sales
Division, General Manager of Retail Sales
Department, and General Manager ofConfectionery Sales Department
Mar. 2021
Managing Director and General Manager ofSales Division(current position)
Reasons for nomination as candidate for Director
He has a wealth of operational experience and knowledge as a person who has been responsible for the Company’ssales division for many years. He has reinforced the sales division and built good relationships with a wide range ofbusiness partners. The Company has decided on his continued candidacy for Director because he has thoroughknowledge about the Company and operations in the industry, and he has the ability to make accurate and quick
decisions on the Company’s overall management.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1964
Feb. 1974

5

6

Number of theCompany’s shares
ownedJoined the Company
Director and General Manager of Production
Department
Mar. 1977
Managing Director
Mar. 1979
Director and Vice President
Mar. 1981
Vice President
Tetsuo Tsukamoto
Mar. 1985
President
369,566 shares(February 13, 1942)
Jan. 2015
Chairman of the Board
Mar. 2019
Director and Chairman
Mar. 2021
Director and Senior Adviser(current position)[Significant concurrent positions outside the Company]
Representative Director and President of Tsukamoto Industry
Co., Ltd.
Reasons for nomination as candidate for Director
He served as President from 1985 and as Chairman of the Board from 2015, contributing to the enhancement ofcorporate value with many achievements. Currently, as Director and Senior Adviser, he provides appropriate advice.
The Company has decided on his continued candidacy for Director because of his wide range of personal connections
and trust in the industry and extensive expertise in overall management.
Apr. 1991
Registered with Daini Tokyo Bar Association
Apr. 1997
Registered with Kobe Bar Association
Apr. 1997
Joined Sato Law Office(current position)
Yoko SatoMar. 2004
Audit & Supervisory Board Member of the
0 shares(July 27, 1952)
Company
Mar. 2015
Director(current position)[Significant concurrent positions outside the Company]
Attorney in Sato Law Office
Reasons for nomination as candidate for outside Director and summary of expected role
As she is a lawyer with many years of experience, she has provided accurate advice from a professional perspective on
the Company’s legal affairs, compliance enhancement, various changes in the business environment, etc. The Company
has decided on her continued candidacy for Director because she can appropriately fulfill her duties as an outside
Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1997
Mar. 2005
Apr. 2015

7

Notes:

Number of theCompany’s shares
ownedJoined Mitsubishi Corporation
Indiana Packers Corporation (Seconded)
Executive Officer, Senior General Manager ofBusiness Strategy Div. of Processed Foods
Business Div. of Itoham Foods Inc. (Seconded)
Mar. 2017
Director, Managing Executive Officer, andGeneral Manager of Corporate Strategy
Planning Office of YONEKYUCORPORATION (Seconded)
Apr. 2020
General Manager of Meat & Livestock Dept. of
Fresh Food Products Div. of Mitsubishi
Hiroyuki Urata
Corporation
0 shares(September 5, 1974)
Mar. 2021
Director of the Company(current position)
Apr. 2021
General Manager of Livestock, Meat & Dairy
Products Dept. of Mitsubishi Corporation(current position)[Significant concurrent positions outside the Company]
General Manager of Livestock, Meat & Dairy Products Dept. of
Mitsubishi Corporation
Director of KFC Holdings Japan, Ltd.
Director of Indiana Packers Corporation
Director of JAPAN FARM Corporation
Reasons for nomination as candidate for outside Director and summary of expected role
As he has abundant experience at a general trading company, with a wide range of information and insights into thefood industries at home and abroad, he has provided accurate advice to strengthen the Company’s management system.
The Company has decided on his continued candidacy for Director because he can appropriately fulfill his duties as an
outside Director.
1. There is no special interest between any of the candidates and the Company.
2. Yoko Sato and Hiroyuki Urata are candidates for outside Director.
3. Yoko Sato and Hiroyuki Urata are the Company’s outside Directors, and at the conclusion of this meeting, Ms. Sato’s and
Mr. Urata’s tenure will have been eight years and two years, respectively.
4. As indicated in the career summary above, Hiroyuki Urata has been serving for the past ten years as a business executiveat Mitsubishi Corporation, which has specific relations with the Company.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Company’s Articles of incorporation,
the Company has concluded agreements with Yoko Sato and Hiroyuki Urata to limit liability for damages as prescribedin Article 423, paragraph (1) of the same Act. The maximum amount of liability for damages under these agreements isthe minimum liability amount provided for under laws and regulations. If the reelection of Ms. Sato and Mr. Urata isapproved, the Company plans to renew the aforementioned agreements with them.
6. The Company has submitted notification to Tokyo Stock Exchange that Yoko Sato has been designated as an independent
officer as provided for by the aforementioned exchange. If the reelection of Yoko Sato is approved, the Company plansfor her designation as an independent officer to continue.
7. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If each candidate is elected as Director, the Company plans toinclude each of them as an insured in the insurance policy. The insurance policy will cover the damages to be incurred by
the insured arising from litigation claims for damages, etc. (including shareholder lawsuits) filed during the insurance
period in connection with the execution of the insured’s duties. In addition, when the policy is renewed, the Company
plans to renew the policy with the same terms.

- 13 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation” in its originalform, the Company will make the transition to a company with Audit and Supervisory Committee. Therefore, theCompany proposes the election of three Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal, however, can only take effect after the amendment to the Articles of Incorporation stated in Proposal
No. 2 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1979
Apr. 2008
Apr. 2010
Jan. 2014
Jan. 2016
Mar. 2016

1

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Hiroshima Branch
General Manager of Fukuoka Branch
Katsuhiko Kunimune
8,000 shares
General Manager of Tokyo Branch(March 7, 1957)
Assistant to President
Full-time Audit & Supervisory Board Member(current position)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Based on his experience in an important position in the Company’s sales division, he is familiar with the Company’s
overall operations, has extensive knowledge about corporate management, and has been responsible for proper audits asa full-time Audit & Supervisory Board Member since taking office as an Audit & Supervisory Board Member. The
Company has decided on his candidacy for Director who is an Audit and Supervisory Committee Member because he isexpected to contribute to improving corporate value, such as providing appropriate advice to the Company’s
management going forward.
Apr. 1980
Joined Imazu Co., Ltd.
Jan. 1997
Representative Director and President(current position)
Ryuzo Imazu
Mar. 1998
Audit & Supervisory Board Member of the368,408 shares(October 22, 1954)
Company(current position)[Significant concurrent positions outside the Company]
Representative Director and President of Imazu Co., Ltd.
Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andsummary of expected role
The Company has decided on his candidacy for outside Director who is an Audit and Supervisory Committee Member
because he serves as the Representative Director and President of Imazu Co., Ltd., which is engaged in the import andwholesale of food, and it is expected that he will continue to make effective use of his extensive expertise in the foodfield and management knowledge in performing audit work for the Company going forward.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Oct. 1980

3

Notes:

Number of theCompany’s shares
ownedJoined Showa Audit Corporation (now Ernst &Young ShinNihon LLC)
Mar. 1985
Registered as a certified public accountant
May 2005
Senior Partner of Shin Nihon & Co. (now Ernst& Young ShinNihon LLC)
June 2011Retired from Shin Nihon & Co. (now Ernst &Young ShinNihon LLC)
July 2011
Representative of Hayakawa Accounting Office
Yoshio Hayakawa(current position)
0 shares(June 10, 1952)
Dec. 2011
Registered as a certified tax accountant
Mar. 2015
Audit & Supervisory Board Member of theCompany(current position)[Significant concurrent positions outside the Company]
Representative of Hayakawa Accounting Office
Auditor of Osaka Seikei Gakuen
Outside Auditor of Joshin Denki Co., Ltd.
Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andsummary of expected role
The Company has decided on his candidacy for outside Director who is an Audit and Supervisory Committee Member
because he has extensive experience as a certified public accountant and specialized knowledge of corporate
accounting, and it is expected that he will continue to make effective use of his high insight into finance and accounting
in performing audit work for the Company going forward.
1. Ryuzo Imazu is Representative Director and President of Imazu Co., Ltd. Imazu Co., Ltd. has a business relationship with
the Company to sell some products. There is no special interest between any other candidates and the Company.
2. Ryuzo Imazu and Yoshio Hayakawa are candidates for outside Directors.
3. Ryuzo Imazu and Yoshio Hayakawa are the Company’s outside Audit & Supervisory Board Members, and at theconclusion of this meeting, Mr. Imazu’s and Mr. Hayakawa’s tenure will have been 25 years and eight years, respectively.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Company’s Articles of incorporation,
the Company has concluded agreements with Ryuzo Imazu and Yoshio Hayakawa to limit liability for damages asprescribed in Article 423, paragraph (1) of the same Act. The maximum amount of liability for damages under these
agreements is the minimum liability amount provided for under laws and regulations. If the election of Mr. Imazu and Mr.
Hayakawa is approved, the Company plans to renew the aforementioned agreements with them.
5. The Company has submitted notification to Tokyo Stock Exchange that Ryuzo Imazu and Yoshio Hayakawa have been
designated as independent officers as provided for by the aforementioned exchange. If their election is approved, theCompany plans for their designation as independent officers to continue.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If each candidate is elected as Director who is an Audit andSupervisory Committee Member, the Company plans to include each of them as an insured in the insurance policy. The
insurance policy will cover the damages to be incurred by the insured arising from litigation claims for damages, etc.
(including shareholder lawsuits) filed during the insurance period in connection with the execution of the insured’s duties.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

- 15 -

Skills Matrix in the Notice of Convocation and Corporate Governance Report
The skills matrix of the Board of Directors is as shown below when Proposals No. 3 and No. 4 are approved and adopted in their
original forms.
Name

Title (Planned)

Corporate
Finance/management accounting

Legal affairs/
Production/compliance/technical
riskdevelopment
management

Sales/
marketingHirokazu
MiyakeChairman of the
Board

●

●

●

●

Hiroyasu
TsukamotoPresident and CEO

●

●

●

●

●

Yukio
Nakamura

Director andManaging Executive
Officer●●

Yasunori
Saito

Director andManaging Executive
Officer

TetsuoTsukamotoDirector and Senior
Adviser

Yoko
Sato

Outside Director

Hiroyuki
Urata

Outside Director

Katsuhiko
KunimuneDirector (full-time
Audit andSupervisory
Committee Member)

Ryuzo
Imazu

Outside Director(Audit andSupervisory
Committee Member)

YoshioHayakawa

Outside Director(Audit andSupervisory
Committee Member)

Personnel/
labor affairs/ Sustainability/HR
ESG
strategies

●
●

●

●

●

●

●
●

●
●

●

●
●

●
●

Global

●

●

●

●

●

●

- 16 -●

Proposal No. 5

Determination of the Amount of Remuneration, Etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)

The 88th Annual General Meeting of Shareholders of the Company held on March 29, 2012 approved the annual
remuneration, etc. of up to ¥250 million for Directors (up to ¥10 million of the amount is for outside Directors; notethat the portion of employee salaries for the Directors are not included). Subject to the approval and adoption of
Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company will become acompany with Audit and Supervisory Committee. Thus, considering various factors, including the current economic
climate as well as growing responsibilities and roles expected of outside Directors, the Company again requests
approval for the annual remuneration, etc. of up to ¥300 million for Directors (excluding, however, Directors who
are Audit and Supervisory Committee Members; applicable to the rest of this proposal) (up to ¥20 million of theamount is for outside Directors; note that the portion of employee salaries for the Directors are not included) after
the transition to a company with Audit and Supervisory Committee. The Company also proposes that a specificamount for each Director and when it will be paid be determined by resolution of the Board of Directors.
As its basic policy, the Company will establish a compensation structure for remuneration, etc. for Directors after
the transition to a company with Audit and Supervisory Committee. The structure is designed to function as anincentive for Directors to continuously raise corporate value. It will also ensure a suitable level of remuneration, etc.
for each Director based on his/her responsibilities. More specifically, remuneration, etc. will consist of basic
remuneration as fixed compensation and performance-based compensation.
The amount of remuneration, etc. pertaining to this proposal is for fixed and performance-based compensation to be
paid according to the basic policy, and the Company considers it appropriate.
The Company currently has 11 Directors (including two outside Directors), excluding Director Hitoshi Yamazaki
who passed away on February 13, 2023. Subject to the approval and adoption of Proposals No. 2 “Amendment to
the Articles of Incorporation” and No. 3 “Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)” in their original forms, the number of Directors will be seven (including two
outside Directors).
The details of this proposal, however, can only take effect after the amendment to the Articles of Incorporation statedin Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.
Proposal No. 6

Determination of the Amount of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation” in its originalform, the Company will become a company with Audit and Supervisory Committee. Therefore, considering various
factors including the current economic climate, the Company requests approval for the annual remuneration, etc. of
up to ¥60 million for Directors who are Audit and Supervisory Committee Members after the transition to a company
with Audit and Supervisory Committee. The Company also proposes that a specific amount for each Director who is
an Audit and Supervisory Committee Member and when it will be paid be determined by discussion among Directors
who are Audit and Supervisory Committee Members.
The Company considers that the amount of remuneration, etc. pertaining to this proposal is appropriate in light of
the responsibilities of Directors who are Audit and Supervisory Committee Members.
Subject to the approval and adoption of Proposals No. 2 “Amendment to the Articles of Incorporation” and No. 4“Election of Three Directors Who Are Audit and Supervisory Committee Members” in their original forms, thenumber of Directors who are Audit and Supervisory Committee Members will be three.
The details of this proposal, however, can only take effect after the amendment to the Articles of Incorporation statedin Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.

- 17 -

Proposal No. 7

Election of Financial Auditor

At the conclusion of this meeting, the Company’s Financial Auditor, Ernst & Young ShinNihon LLC, will retire due
to expiration of its term of office. Therefore, the Company proposes the election of a new Financial Auditor. This
proposal is submitted in accordance with a decision of the Audit & Supervisory Board.
The reason for the decision of the Audit & Supervisory Board on the candidacy of Grant Thornton Taiyo LLC for
Financial Auditor is that, considering the number of years for which the current Financial Auditor has audited theCompany, the Audit & Supervisory Board determined that Grant Thornton Taiyo LLC is suitable for the position
when its expertise, independence, and quality control system, among others, are all considered, in addition to theprospect of a fresh perspective that Taiyo will likely bring to audits of the Company.
The details of the candidates for Financial Auditor are as follows:(As of December 31, 2022)
Name

Grant Thornton Taiyo LLC

Principal place of business

Akasaka K-tower 22F, 1-2-7 Motoakasaka, Minato-ku, Tokyo

Company history timeline

OutlineSeptember 1971

Taiyo Audit Corporation was established.

October 1994

Joined Grant Thornton International.

January 2006

Taiyo Audit Corporation and ASG Audit Corporation merged
to establish Grant Thornton Taiyo ASG.

July 2008

Made the transition to a limited liability company to form
Grant Thornton Taiyo ASG LLC.

July 2012

Merged with Eisho Audit Corporation.

October 2013

Merged with Kasumigaseki Audit Corporation.

October 2014

The company name was changed to Grant Thornton Taiyo
LLC.

July 2018

Merged with YUSEI Audit & Co.

Staff composition
Senior partners and partners
89
Specified partners
4
Certified public accountants
316
Professionals who have passed the CPA examination 241
Other professionals
198
Administrative staff members
98
Contract staff members
224
Number of audit clients
1,096- 18 -