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 3182)
June 3, 2021
To Shareholders with Voting Rights:
Kohey Takashima
Representative Director, CEO
Oisix ra daichi Inc.
1-11-2 Osaki, Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 24th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you of the 24th Annual General Meeting of Shareholders of Oisix ra daichi Inc. (the“Company”). The meeting will be held for the purposes as described below.
You can exercise your voting rights in writing or via the Internet. Please review the attached
Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 6:30
p.m. on Monday, June 21, 2021, Japan time.
1. Date and Time:

Tuesday, June 22, 2021 at 10:00 a.m. Japan time
(Doors scheduled to open at 9:30 a.m.)

2. Place:

Conference room at the Company’s head office located at
Gate City Osaki East 5F
1-11-2 Osaki, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
24th Fiscal Year (April 1, 2020 - March 31, 2021) 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 24th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten (10) Directors
Proposal 3:
Election of One (1) Auditor◎ In the event of revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated

Financial Statements and Non-consolidated Financial Statements, the revisions shall be provided on the Company’s website:(https://www.oisixradaichi.co.jp/investors/)◎ Of the documents to be provided with this Notice, the Notes to the Consolidated Financial Statements and Notes to the
Non-consolidated Financial Statements are provided on the Company’s website in accordance with the provisions of laws
and regulations as well as the Article 18 of the Company’s Articles of Incorporation and therefore are not provided in the
Appendix of this Notice.
Accordingly, the documents provided in this Notice are parts of documents audited by the Auditors and the Accounting
Auditor when preparing the Audit Report and the Accounting Auditor’s Report.
◎ Souvenirs for shareholders who attend the meeting will not be provided. We appreciate your understanding.
◎ In the event that any changes that may impact the operation of the General Meeting of Shareholders occur, notice will
be posted on the above Company’s website.

-1-

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

Partial Amendments to the Articles of Incorporation

1.

Reasons for the amendments(1) In order to ensure flexible operation of the Board of Directors in accordance with the management
system, of the Company will make necessary amendments to Article 23 of the current Articles ofIncorporation as follows.
(2) The Company will newly stipulate Article 31, Paragraphs 3 and 4, so that the Company shall electsubstitute Auditors at the General Meeting of Shareholders pursuant to the provisions of Article
329, Paragraph 3 of the Companies Act and that the effective term of pre-election shall expire at
the time of commencement of the Annual General Meeting of Shareholders for the last businessyear out of the business years terminating within four years after the resolutions, taking into
consideration complexity of election procedures.

2.

Details of the amendments
Details of the amendments are as follows:

Current
CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS(Convener and Chairperson of Meetings of theBoard of Directors)
Article 23. Except as otherwise provided by laws
and regulations, the Director, CEO shallconvene the meetings of the Board of
Directors and act as the Chairperson
thereof.
2. When the position of Director, CEO isvacant or the Director, CEO is unable toact, another Director, determined inaccordance with an order of priority
previously determined by resolution of
the Board of Directors, shall convene
the meetings of the Board of Directors
and act as the Chairperson thereof.

-2-(Amended parts are underlined.)
Proposed amendment
CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS(Convener and Chairperson of Meetings of theBoard of Directors)
Article 23. Except as otherwise provided by laws
and regulations, the Director selected inadvance by resolution of the Board of
Directors shall convene the meetings ofthe Board of Directors and act as the
Chairperson thereof.
2. When the person selected under thepreceding paragraph is unable to act,
another
Director,
determinedinaccordance with an order of priority
previously determined by resolution of
the Board of Directors, shall convene themeetings of the Board of Directors andact as the Chairperson thereof.

Current
CHAPTER V. AUDITORS AND BOARD OF
AUDITORS(Method of Election)
Article 31. Auditors shall be elected at the General
Meeting of Shareholders.
2. Resolutions for the election of Auditors
shall be adopted by a majority vote of
the attending shareholders who holdone-third (1/3) or more of the voting
rights of shareholders entitled toexercise voting rights.
(Newly established)(Newly established)-3-

Proposed amendment
CHAPTER V. AUDITORS AND BOARD OF
AUDITORS(Election)
Article 31.
(Same as the present)
2.

(Same as the present)

3. The Company may elect substitute
Auditors at the General Meeting of
Shareholders in preparation for lacking
the number of Auditors stipulated bylaws and regulations pursuant to theprovisions of Article 329, Paragraph 3 of
the Companies Act.
4. The effective period of the resolutions
regarding the election of substitute
Auditors in the preceding Paragraphshall
expire
at
the
time
of
commencement of the Annual General
Meeting of Shareholders for the lastbusiness year out of the business years
terminating within four years after the
resolutions.

Proposal 2:

Election of Ten (10) Directors

The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the election of ten (10) Directors is proposed.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
May 1997

1

Number ofshares of theCompany held

Established Kohey Ltd. (currently the Company)
Representative Director
April 1998
Joined McKinsey & Company Inc. Japan
June 2000
Representative Director, CEO of the Company (current
position)
September 2010 Representative Director of Gochimaru Inc.
June 2011
Representative Director of Eastern Japan Food
Association (current position)
October 2015
Director of Oisix Hong Kong Co., Ltd. (current
position)
Reelection
July 2016
Chairman and Representative Director of Tokushimaru
Inc. (current position)
4,847,200
July 2018
Chairman of JAPAN WHEELCHAIR RUGBY
Kohey Takashima
FEDERATION (currently Japan Wheelchair Rugby(August 15, 1973)
Federation) (current position)
December 2018 Director of Oisix Inc. (current position)
May 2019
Director of Three Limes, Inc. (current position)
October 2019
Director of WELCOME Co., Ltd. (current position)
March 2020
External Director of CARTA HOLDINGS, INC.
(current position)
April 2021
Vice Chairman of KEIZAI DOYUKAI (Japan
Association of Corporate Executives) (current position)
June 2021
Outside Director of Benesse Holdings, Inc. (scheduled
to assume office)[Reason for nomination as candidate for Director]
Since the Company was founded in 1997, he has been in charge of management of the Company and the Group as
Representative Director of the Company. He has extensive and deep insight and thoughts in management of theCompany and the Group. The Company expects that he will continue to leverage these skills for management of theCompany and the Group, and therefore renominated him as candidate for Director.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)November 1977
March 1983
February 1987
December 1994

2

3

Number ofshares of theCompany held

Joined Daichi Co., Ltd. (currently the Company)
President and Representative Director
Reelection
Director of Fruits Basket Co., Ltd. (current position)
Representative Director of Sogonosya-Yamagatamura
1,032,516
Kazuyoshi Fujita
Ltd.
(February 6, 1947)
April 2017
External Director of the Company
October 2017
Chairman of Board of Director (current position)[Reason for nomination as candidate for Director]
He founded Daichi Co., Ltd. in 1977 and has managed the company as a pioneer in the delivery of safe foodstuffs
such as organic agricultural products and additive-free ready-made side dishes. Even after the business merger with
the Company in 2017, he continues to possess extensive and deep insight and thoughts in management of theCompany and the Group. The Company therefore renominated him as candidate for Director.
June 1997
Joined Kohey Ltd. (currently the Company)
October 1999
Director of the Company
June 2006
Director; Manager of EC Business Department
July 2008
Director and Executive Officer; General Manager ofReelection
Business Division
April 2012
Director and Executive Officer; General Manager of EC
720,000
Business Division
Yusuke Tsutsumi
April 2017
Director and Executive Officer; General Manager of(March 22, 1978)
Alliance/Solution Division
October 2017
Director and Executive Officer; General Manager of
Solution Business Division (current position)
July 2018
Director of karabiner.inc (current position)[Reason for nomination as candidate for Director]
As one of the founding members of the Company established in 1997, he has been in charge of operation andmanagement of the Company and the Group. He has extensive and deep insight and thoughts in management of theCompany and the Group. The Company expects that he will continue to leverage these skills for management of theCompany and the Group, and therefore renominated him as candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
April 1975
June 1996
April 2003
September 2006
October 2006
March 2007
July 2008
November 2008
June 2009

4

Number ofshares of theCompany held

Joined the Daiei, Inc.
General Manager of Product Planning Division
General Manager of Human Resources Division
Executive Officer
Director; In charge of East Japan GMS BusinessDirector; In charge of Sales
Joined the Company as Advisor
General Manager of General Planning Division
Reelection
Director and Executive Officer; General Manager ofGeneral Planning Division
86,000July 2015
Director and Executive Officer; General Manager ofHiroyuki Ozaki
Human Resources Planning Division, General Manager(October 14, 1952)
of Administration Division
July 2015
Corporate Auditor of Gochimaru Inc.
October 2015
Auditor of Oisix Hong Kong Co., Ltd.
April 2016
Director and Executive Officer; General Manager of
Human Resources Planning Division (currently HR
Division), the Company
October 2019
Director and Executive Officer; General Manager of
HR Division (current position)[Reason for nomination as candidate for Director]
Since joining the Company, he has utilized his experience in operation and management of the retail business, andhas been in charge of management such as engaging in corporate administration. He has extensive and deep insightand thoughts in management of the Company and the Group. The Company expects that he will continue to leveragethese skills for management of the Company and the Group, and therefore renominated him as candidate for
Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
April 2008
July 2014

5

6

Number ofshares of theCompany held

Joined Oisix Inc. (currently the Company)
Executive Officer; Manager of Corporate Planning
Office, General Planning Division, the Company
October
2015
Executive
Officer; General Manager of Corporate
Reelection
Planning Division
February 2018 Corporate Auditor of Radish Boya Co., Ltd. (currently
7,400
Kohei Matsumoto
the Company)(January 24, 1984)
June 2018
Director and Executive Officer; General Manager ofCorporate Planning Division (current position)
August 2019
CEO of Future Food Fund Inc. (current position)
March 2021
Director of Toyoichi Co., Ltd. (current position)[Reason for nomination as candidate for Director]
Since joining the Company, he has held positions in corporate planning divisions, and has extensive and deep insightand thoughts in management of the Company and the Group. The Company expects that he will continue to leveragethese skills for management of the Company and the Group, and therefore renominated him as candidate for
Director.
August 1974
Researcher of Laboratory for Organizational
Research and Education, University of Southern
California
September 1977 Lecturer of Faculty of Sociology, California State
University, Los Angeles
April 1986
Professor of SANNO University
Reelection
March 1990
Professor of Faculty of Policy Management, Keio
University
External
June 2007
External Director of the Company (current position)
4,800
April
2014
Professor
Emeritusof
Keio
University(current
Mitsuyo Hanada
position)(August 8, 1948)
April 2014
Representative Director of SFC Forum (current
position)
April 2014
Representative Director of Corporate University
Platform Co., Ltd.
May 2017
Representative Director of Career Advisor Council(current position)[Reason for nomination as candidate for External Director and outline of expected roles]
The Company renominated Mr. Mitsuyo Hanada as candidate for External Director, because he has extensive insightin overall corporate management with a focus on personnel and organization from an academic perspective, and theCompany expects that he will provide a range of advice and opinions on management of the Company.
He will have served as External Director for 14 years at the conclusion of this General Meeting of Shareholders.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
April 1981

7

Number ofshares of theCompany held

Joined Maebashi Shinkin Bank (currently
Shinonome Shinkin Bank)
April 1987
Established Jin Products
July 1988
Established JIN Ltd. (currently JINS HOLDINGS Inc.)
Founder & CEO (current position)
Reelection
June 2011
Representative Director of Brand New Day Inc.
(currently Feel Good Inc.)
External
June 2015
External Director of the Company (current position)
20,000
May 2018
Representative Director of JINS Japan Co., Ltd.
Hitoshi Tanaka(currently JINS Inc.) (current position)(January 25, 1963)
December 2018 Representative Director of Think Lab. Inc. (current
position)
March 2019
External Director of BALMUDA Inc. (current position)
June 2021
Outside Director of Japan Communications Inc.
(scheduled to assume office)[Reason for nomination as candidate for External Director and outline of expected roles]
The Company renominated Mr. Hitoshi Tanaka as candidate for External Director, because he has been serving as
Representative Director of JINS HOLDINGS Inc. over many years, possesses abundant experience and extensive
insight as a corporate manager, and the Company expects that he will supervise management of the Company andprovide advice and opinions on overall management of the Company.
He will have served as External Director for 6 years at the conclusion of this General Meeting of Shareholders.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
April 2000
May 2002
October 2004
April 2014
April 2019

8

Number ofshares of theCompany held

Joined Dai Nippon Printing Co., Ltd.
Joined Impression Co., Ltd.
Joined Recruit Co., Ltd.
Executive Officer of Recruit Lifestyle Co., Ltd.
Director of Cross-divisional CRM Promotion Office,Reelection
Recruit Holdings Co., Ltd.
External
June 2019
External Director of the Company (current position)0
April 2020
Manager of ID Point Product Service Development
Junko Watabe
Department, Recruit Co., Ltd. (current position)(June 27, 1977)
Manager of Cross-divisional CRM Department (current
position)
August 2020
Manager of Quality Coordinate Office (current position)
October 2020 Outside Director of Loyalty Marketing, Inc. (current
position)[Reason for nomination as candidate for External Director and outline of expected roles]
The Company renominated Ms. Junko Watabe as candidate for External Director, because she has extensive insightin management regarding customer management with digital technology, accumulated through her career in Recruit
Group, and the Company expects that she will provide a range of advice and opinions on management of theCompany.
She will have served as External Director for 2 years at the conclusion of this General Meeting of Shareholders.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)January 2002

9

Number ofshares of theCompany held

Joined Jenne Co., Ltd. (currently ABC Cooking
Studio Co., Ltd.)
October 2012 General Manager of Studio Strategy Division
April 2013
Executive Vice President
July 2013
President and Representative Director
December 2014 Outside Director of DEF ANNIVERSARY Co., Ltd.
(current position)
Reelection
July 2015
President and Representative Director of ABC Cooking
External
Studio KOREA Co., Ltd.
0
January 2017 Manager in charge of Alliance, Partner Business
Wakako Sakurai
Planning Department, NTT DOCOMO, INC. (current(May 1, 1973)
position)
June 2018
External Director of the Company (current position)
December 2018 Outside Director of Toreta, Inc.
February 2019 Outside Director of AI CROSS Inc.
February 2020 Director of AI CROSS Inc. (current position)
January 2021 President and Representative Director of Plus W, Inc.
(current position)[Reason for nomination as candidate for External Director and outline of expected roles]
The Company renominated Ms. Wakako Sakurai as candidate for External Director, because she has many years ofexperience in ABC Cooking Studio Co., Ltd., possesses abundant insight regarding contents business accumulated inher current position, and the Company expects that she will provide a range of advice and opinions on managementof the Company.
She will have served as External Director for 3 years at the conclusion of this General Meeting of Shareholders.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company(Significant concurrent positions)
April 2006

10

Number ofshares of theCompany held

Involved in launching a new apparel brand “Joias”
and concurrently served as press designer
April 2009Engaged in numerous main projects as fashion editor
for the women’s fashion magazine “CanCam”
June 2011
Established own brand of wedding dress “heureux deMisato Kowaki.” Since then, worked as a stylist for
popular artists, celebrities and actresses, and became in
New election
charge of publishing books and photo books about
them, in addition to working as editor of “CanCam”
External
September 2015 Developed “Monotone Storage” in Seven & i Group0
September 2016 Launched a project of Sanrio for women “TOKYO
Misato Kowaki
OTONA KITTY” and appointed as Advisor(October 23, 1983)
May 2020
Received the Best Mother Award in Economic Category
August 2020
Appointed as Advisor, Female Empowerment Advisorof Sabae City
October 2020
Established “MOTHERS Lab,” a web media operated
by active mothers proposing a new era of lifestyle, andappointed as Chief Editor(to present)[Reason for nomination as candidate for External Director and outline of expected roles]
Ms. Misato Kowaki, as a free-lancer, has been engaged in various planning, consulting, book publishing, etc. relating
to lifestyle including food, clothing and housing. Her activities are based on a perspective from consumers. The
Company expects that based on her experience and knowledge she will provide useful advice from this perspective
to the Company which pursues the creation of new business value in the food area.
Although she has not been involved in corporate management other than having served as an external director orexternal auditor, the Company judged that she is capable of executing her duties appropriately as an External
Director for the above reasons.

- 11 -

(Notes)

1. Mr. Kohey Takashima is Representative Director of Eastern Japan Food Association as well as Chairman of Japan
Wheelchair Rugby Federation. The Company has a business relationship involving service rendering, etc. witheach of these organizations.
2. There are no special interests between other candidates and the Company.
3. Mr. Mitsuyo Hanada, Mr. Hitoshi Tanaka, Ms. Junko Watabe, Ms. Wakako Sakurai and Ms. Misato Kowaki are
candidates for External Director.
4. To ensure that Directors (excluding those who are Executive Directors, etc.) can fully perform their expected rolesin the course of their duties, the Company has provided in Article 29 of the Articles of Incorporation that it may
enter into a limited liability agreement that limits the maximum amount of liability as provided in Article 423,
Paragraph 1 of the Companies Act, to the amount stipulated by laws and regulations in accordance with Article 427,
Paragraph 1 of the same Act. The Company has entered into such agreement with Mr. Mitsuyo Hanada, Mr.
Hitoshi Tanaka, Ms. Junko Watabe and Ms. Wakako Sakurai. If reelection of each of said candidates are approvedand Ms. Misato Kowaki is elected, the Company plans to maintain such agreement with them.
6. The Company has entered into a directors and officers liability insurance agreement, which outlines the following
contents to secure excellent human resources and to prevent contraction in the execution of duties, and plans torenew the agreement in October 2021. The candidates for Director who are being proposed for election under this
proposal will be insured under the insurance agreement after their election.
[Overview of the insurance](1) Ratio of premiums to be actually borne by the insured
The premiums, including the portion for riders, will be borne by the Company. There are no actual premiums
to be borne by the insured.
(2) Overview of the insurance accidents covered
The insurance, including riders, covers damage that may be incurred by the insured directors and officers as aresult of assuming responsibilities relating to the execution of duties or receiving claims relating to the pursuitof such responsibilities. However, there are certain exemptions such as in cases where violation of laws andregulations were knowingly committed.
7. The Company has reported to the Tokyo Stock Exchange that Mr. Mitsuyo Hanada and Mr. Hitoshi Tanaka havebeen appointed as independent officers stipulated under the regulations of the Exchange. If reelection of both ofthem are approved and Ms. Misato Kowaki is elected, the Company plans to report to the Exchange that they will
be independent officers.
8. The number of the Company’s shares held by the above candidates for Director is the number of shares held as ofMarch 31, 2021.

- 12 -

Proposal 3:

Election of One (1) Auditor

Auditor Makoto Nakamura will resign from his position at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of One (1) Auditor is proposed.
The candidate will be elected to fill the vacancy of Mr. Makoto Nakamura, and in accordance with theprovisions of the Company’s Articles of Incorporation, her terms of office shall be up to the expiry of theoriginal terms of office of the resigning Auditor.
The Board of Auditors has given prior approval to this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Past experience and positions in the Company(Significant concurrent positions)

Number ofshares of theCompany held

April 1990

Joined the Industrial Bank of Japan (currently Mizuho
Bank,
Ltd.)
New election
August 1999
Joined DeNA Ltd. (currently DeNA Co., Ltd.)
External
In charge of Administration0
November 2005 In charge of Internal Audit, President’s Office
Chika Otobe
June 2006
Corporate Auditor(September 4, 1965)
July 2012Engaged in start-up support business as sole proprietor(to present)[Reason for nomination as candidate for External Auditor]
As one of the founding members of DeNA Co., Ltd., Ms. Chika Otobe established administration division andinternal audit division and assumed office of Corporate Auditor. She has walked hand-in hand with the company’s
growth while supervising overall administration division. Thereafter, utilizing her experience, she has supported
overall corporate operations mainly of start-up companies as sole proprietor, and has been involved in governanceand compliance issues of companies of various sizes and industries. Based on these experience and insight, theCompany expects that she will provide useful advice on governance of the Company which continues to pursue thecreation of new business value, and therefore newly nominated her as candidate.
(Notes)

1. She is a new candidate for External Auditor.
2. There are no special interests between the candidate for Auditor and the Company.
3. To ensure that Auditors can fully perform their expected roles in the course of their duties, the Company has
provided in Article 39 of the Articles of Incorporation that it may enter into a limited liability agreement that limits
the maximum amount of liability as provided in Article 423, Paragraph 1 of the Companies Act, to the amountstipulated by laws and regulations in accordance with Article 427, Paragraph 1 of the same Act. The Company hasentered into such agreement with Mr. Yukihiro Moroe and Mr. Takashi Okubo. If Ms. Chika Otobe is elected, theCompany plans to enter into such agreement with her.
4. The Company has entered into a directors and officers liability insurance agreement, which outlines the following
contents to ensure that Auditors can fully perform their expected roles in the course of their duties, and plans torenew such agreement in October 2021. The candidate for Auditor who is being proposed for election under this
proposal will be insured under the insurance agreement after her election.
[Overview of the insurance](1) Ratio of premiums to be actually borne by the insured
The premiums, including the portion for riders, will be borne by the Company. There are no actual premiums
to be borne by the insured.
(2) Overview of the insurance accidents covered
The insurance, including riders, covers damage that may be incurred by the insured directors and officers as aresult of assuming responsibilities relating to the execution of duties or receiving claims relating to the pursuitof such responsibilities. However, there are certain exemptions such as in cases where violation of laws andregulations were knowingly committed.
5. If Ms. Chika Otobe is elected, the Company plans to report to the Tokyo Stock Exchange that she will be an
independent officer stipulated under the regulations of the Exchange.
6. The number of the Company’s shares held by the above candidate for Auditor is the number of shares held as ofMarch 31, 2021.

- 13 -