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)
Date of sending by postal mail: June 7, 2024
Start date of measures for electronic provision: May 31, 2024
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 8TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 8th Ordinary General Meeting of Shareholders of ITOHAM YONEKYU HOLDINGS
INC. (the “Company”), which will be held as indicated below.
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. (items for which measures forproviding information in electronic format will be taken) in electronic format, and posts this information on the following
websites. Please access either website by using the internet address shown below to review the information.
[Company website] *in Japanese only
https://www.itoham-yonekyu-holdings.com/ir/sh_meeting.html(Please visit the Company’s website above to confirm the information.)[Tokyo Stock Exchange website] (Listed Company Search)https://www.jpx.co.jp/english/listing/co-search/index.html(Access the TSE website by using the internet address shown above, enter “ITOHAM YONEKYU HOLDINGS” in“Issue name (company name)” or the Company’s securities code “2296” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)-1-

1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
(Reception Desk will open at 9:15 a.m.)

2. Place:

Hotel Gajoen Tokyo, 2nd Floor, Maiogi Room
1-8-1 Shimomeguro, Meguro-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 8th
Fiscal Year (April 1, 2023 - March 31, 2024) 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 8th Fiscal Year (April
1, 2023 - March 31, 2024)
Matters to be resolved:
Proposal 1:
Election of 8 Directors
Proposal 2:
Election of 2 Auditors
Proposal 3:
Election of 1 Substitute Auditor
■

■

■

■
■

In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic provisionby accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating the items
only to shareholders who request the delivery of paper-based documents by the record date.
In accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following items
are posted only on the above-mentioned websites and are not included in the paper-based documents delivered to shareholders
who have made a request for delivery of such documents. The Auditors and the Accounting Auditor have audited the documents
subject to audit, including the following items.
・ “Matters Concerning the Company’s Shares,” “Matters Concerning the Company’s Stock Acquisition Rights, Etc.,” “Statusof the Independent Auditor,” and “Company Structure and Policies” from the Business Report・ “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements” from the Consolidated
Financial Statements
・ “Statement of Changes in Net Assets” and “Notes to Non-Consolidated Financial Statements” from the Financial Statements
In the event that circumstances arise prior to the day before the meeting that require revisions to the contents of the items subject
to measures for electronic provision, the Company will post the items before and after the revisions on the above-mentioned
websites.
If there is a major change in the operation or venue of the General Meeting of Shareholders due to the occurrence of a majordisaster, etc., it will be posted on the Company’s website (https://www.itoham-yonekyu-holdings.com/) (in Japanese only).
For shareholders who use wheelchairs, a dedicated space will be provided in the venue.

-2-

Reference: Key Points of the Proposals
Proposal 1: Election of 8 Directors
Among the 6 Directors, Mr. Hajime Ogawa resigned on March 31, 2024, and the terms of office of the other 5 Directors
will expire at the conclusion of this General Meeting of Shareholders. Therefore, in order to strengthen the supervisory
function of the Board of Directors, we have decided to increase the number of Directors (Outside) by 2, and propose theelection of 8 Directors, including 4 Directors (Outside).

No.

1

Positions and responsibilities in the
Company

Attendance at theBoard ofDirectors
meetings(Age: 56)

President and Chief Executive Officer

100%(15/15)100%(15/15)Name

Reelection

Isao Miyashita

2

Reelection

Koichi Ito(Age: 49)

Director, Managing Executive Officer
Senior General Manager of Processed
Foods Division, in charge of Quality
Assurance Division

3

Reelection

Akihisa Horiuchi(Age: 64)

Director, Managing Executive Officer
Senior General Manager of Meat
Division100%(12/12)

Managing Executive Officer
Chief Financial Officer
General Manager of Corporate
Strategy Planning Office, Corporate
Strategy Department, CCO-

4

New candidate

Katsumi Nozawa(Age: 59)

5

Reelection

Yukie Osaka(Age: 68)

Director (Outside)
Independent Officer

Director

100%(15/15)

6

Reelection

Mikiko Morimoto(Age: 50)

Director (Outside)
Independent Officer

Director

100%(12/12)

7

New candidate

Yasuko Nishimura(Age: 56)

Director (Outside)
Independent Officer

-

-

8

New candidate

Shuji Kobayashi(Age: 55)

Director (Outside)

-

-

-3-

Proposal 2: Election of 2 Auditors
Of the 4 current Auditors, the terms of office of Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi will expire at theconclusion of this year’s Ordinary General Meeting of Shareholders. Accordingly, the election of 2 Auditors including 1
Auditor (Outside) is proposed.

No.

Name

1

Reelection

Yoshiro Matsuzaki(Age: 65)2

Reelection

Kei Umebayashi(Age: 57)

Auditor (Outside)
Independent Officer-4-

Positions in the
Company

Attendance at theBoard ofDirectors
meetings

Attendance at theBoard ofAuditors
meetings

Standing Auditor

100%(15/15)100%(12/12)

Auditor

93.3%(14/15)100%(12/12)

Proposal 3: Election of 1 Substitute Auditor
Pursuant to the provisions of the Articles of Incorporation, the appointment of Mr. Kentaro Uryu, who was elected as a
Substitute Auditor at the 4th Ordinary General Meeting of Shareholders held on June 23, 2020, will remain in effect until
the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of 1
Substitute Auditor to prepare for a possible shortage in the number of Auditors as stipulated by laws and regulations.
Candidate for Substitute Auditor: Kentaro Uryu

<Reference>
Skills matrix for Directors and Auditors
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 Directors (Outside) is atleast one-third.
The skills matrix for Directors and Auditors if Proposals 1 and 2 are approved as proposed is as follows.
Skills matrix
Production
Marketing
Legal affairs,
technologies Finance and
ESG
Gender Management
Productrisk
Qualityaccounting
Sustainability
development
management
Control

Name

Director

Isao Miyashita

Male

●

●

●

Koichi Ito

Male

●

●

Akihisa
HoriuchiMale●

KatsumiNozawaMale●

AuditorIndependent
Officer

Female●●MikikoMorimoto

Independent
Officer

Female●●YasukoNishimura

Independent
Officer

Female●●Shuji
Kobayashi

Male●

YoshiroMatsuzaki

Male●

Shin Takahashi

Male

●

Independent
Officer

Male

HiroshiMatsumura

Independent
Officer

Male

International
experience

●

●

●

●

●

●

●
●

Yukie Osaka

Kei
Umebayashi

●

IT/DX

●

●

●
●

●
●

●
●

●

●

●

●
●
●

●

●

-5-

●

●

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

Election of 8 Directors

Among the 6 Directors, Mr. Hajime Ogawa will resign as of March 31, 2024, and the terms of office of theother 5 Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, in order tostrengthen the supervisory function of the Board of Directors, we have decided to increase the number of
Directors (Outside) by 2, and propose the election of 8 Directors, including 4 Directors (Outside).
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 Directors (Outside).

No.

Name
(Date of birth)

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

April 1990
August 2002
June 2003
May 2006
May 2007
May 2008
May 2013
April 2016

Isao Miyashita(February 15, 1968)(Age: 56)
Term of office as
Director:
8 years and 3 months
1

Joined Mitsubishi Corporation
Director, Foodlink Corporation
Director, Japan Farm Co., Ltd.
Worked in Mitsubishi Corporation
Executive Officer, YONEKYU CORPORATION
Director, YONEKYU CORPORATION
Chief Executive Officer, YONEKYU CORPORATION
President and Chief Executive Officer, the Company (current
position)
Director, ITOHAM FOODS INC. (current position)
Director, YONEKYU CORPORATION (current position)

Number ofshares of theCompany held

28,694

Attendance at theBoard of Directors
meetings
100% (15/15)[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 of the Company,
including working to establish a Group-wide business execution system and organizational structure, as well as generating andpromoting the competitiveness of the Group as a whole.
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 in overall management.

-6-

No.

Name
(Date of birth)

3

April 1997
July 2006
June 2010
April 2016
April 2018
March 2019
April 2020

Number ofshares of theCompany held

Joined ITOHAM FOODS INC.
Executive Officer, ITOHAM FOODS INC.
Director, ITOHAM FOODS INC.
Koichi Ito
Director of Board, ANZCO FOODS Ltd.
(March 16, 1975)
Senior Executive Officer, the Company(Age: 49)
Executive Director, YONEKYU CORPORATIONCOO Group Meat Division, the Company
Term of office as549,798
Director, ITOHAM FOODS INC.
Director:
April 2022
Managing Executive Officer, Senior General Manager of
2 years
Processed Foods Division, the Company (current position)
Chief Executive Officer, ITOHAM FOODS INC. (current
Attendance at theposition)
Board of Directors
Director, YONEKYU CORPORATION (current position)
meetings
June2022
Director,
the Company (current position)
100% (15/15)
April 2023
In charge of Quality Assurance Division (current position)[Reason for nomination as candidate for Director]
Mr. Koichi Ito, as Senior General Manager of Processed Foods Division, provides strong leadership in the reorganization of theGroup’s processed food business, optimizing logistics, and strengthening and growing our brands.
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 gained by serving as Chief Executive Officer of ITOHAM FOODS INC. and in various
other important positions in the Group.
April 1979
Joined YONEKYU CORPORATION[Reelection]
May 2003
Director, YONEKYU CORPORATION
Akihisa Horiuchi
May 2006
Executive Officer, YONEKYU CORPORATION(June 6, 1960)
May 2015
Director, YONEKYU CORPORATION(Age: 64)
April 2018
Managing Executive Officer, the Company (current position)
Chief Executive Officer, YONEKYU CORPORATION (current
Term of office as
position)
11,434
Director:
June 2018
Director, the Company
1 yearApril 2023
Senior General Manager of Meat Division, the Company(current position)
Attendance at the
Director, ITOHAM FOODS INC. (current position)
Board of Directors
June 2023
Director, the Company (current position)
meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Akihisa Horiuchi, as Senior General Manager of Meat Division, provides strong leadership in our efforts to create and expand
the value chain of meat products.
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 gained by serving as Chief Executive Officer of YONEKYU CORPORATION and invarious other important positions in the Group.
[Reelection]

2

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[New candidate]

March 1983
April 2016

Katsumi Nozawa(March 29, 1965)(Age: 59)
Term of office as
Director:-

4

5

February 2017
April 2018
April 2022

Joined ITOHAM FOODS INC.
General Manager of Corporate Strategy Planning Department,
the Company
Executive Officer, ITOHAM FOODS INC.
Director and Executive Officer, YONEKYU CORPORATION
Executive Officer, the Company
Executive Director, YONEKYU CORPORATION
Deputy Senior General Manager of Administrative Division andGeneral Manager of PMI Office, the Company
General Manager of Corporate Strategy Planning Office,Corporate Strategy Department, the Company (current position)
Managing Executive Officer, Chief Financial Officer, CCO, theCompany (current position)

Number ofshares of theCompany held

14,780April 2023
Attendance at theBoard of Directors
April 2024
meetings[Reason for nomination as candidate for Director]
Mr. Katsumi Nozawa has been instrumental in the reorganization of the Company’s group as the person in charge of promoting PMI
after the business integration of ITOHAM FOODS INC. and YONEKYU CORPORATION, and, as the person in charge of thecorporate strategy planning department, has also played a central role in formulating the Long-Term Management Strategy 2035
and the Medium-Term Management Plan 2026.
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 his duties as a Director, by capitalizing on his many years ofexperience in the accounting department of ITOHAM FOODS INC. and his extensive experience and high-level insight as an
Executive Officer of the Company and as the person in charge of the Group’s corporate strategy, corporate strategy planning, andadministrative departments.
April 1978
Joined Nihon Short-Wave Broadcasting Co., Ltd. (currently[Reelection]
NIKKEI RADIO BROADCASTING CORPORATION)[Director (Outside)][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: 68)
June 2020
Director (Outside), SAKURA internet Inc. (current position)
June 2021
Director (Outside), the Company (current position)
Term of office as
November 2021
Representative Director, General Incorporated Association
Director (Outside):
Customer Success Promotion Association (current position)
3 years
Attendance at theBoard of Directors
meetings
100% (15/15)[Reasons for nomination as candidate for Director (Outside) and the outline of expected role]
Ms. Yukie Osaka provides objective and professional advice and supervision to the Company based on the expertise she has
acquired as a marketing consultant and the insight and abundant experience she has gained through her career as an executive
director and Director (Outside) at listed companies and other organizations.
She also has attended meetings of the Nomination Committee, Remuneration Committee and Governance Committee as a member
and has actively expressed her opinions, making a significant contribution to the supervision of business execution from an
independent standpoint.
By continuing to fulfill these roles, we believe that she will be able to contribute to the sustainable growth of our Group and a
medium- to long-term increase in corporate value. Therefore, we have nominated her as a candidate for Director (Outside).

-8-

No.

Name
(Date of birth)

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

April 1996
[Reelection][Director (Outside)] March 1997
[Independent Officer] April 1998
July 2000
Mikiko Morimoto
September 2014
(July 26, 1973)
May 2015(Age: 50)
Term of office as
Director (Outside):
1 year6

7

January 2018
February 2021
June 2023

Joined The Japan Research Institute, Limited
On assignment from Japan Center for Economic Research
The Japan Research Institute, Limited
Nagashima Ohno & Tsunematsu
Embassy of Islamic Republic of Pakistan Tokyo
Asuka Asset Management Co., Ltd. (currently Aizawa AssetManagement Co., Ltd.)
Executive Officer, SDG Partners, Inc.
President and Chief Executive Officer, karna ltd. (current
position)
Director (Outside), the Company (current position)
Director (Outside), NEC Networks & System Integration
Corporation (current position)

Number ofshares of theCompany held-

Attendance at theBoard of Directors
meetings
100% (12/12)[Reasons for nomination as candidate for Director (Outside) and the outline of expected role]
Ms. Mikiko Morimoto uses her proven record and abundant experience as a corporate manager, as well as her expertise as asustainability consultant and the insight and abundant experience she has gained through her career as a Director (Outside) at listedcompanies to provide objective and professional advice and supervision to the Company.
She also has attended meetings of the Nomination Committee, Remuneration Committee, the Governance Committee, and theSustainability Committee as a member and has actively expressed her opinions, making a significant contribution to the supervisionof business execution from an independent standpoint.
She is nominated as a candidate for Director (Outside) 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.
May 1997
Registered as a judicial scrivener[New candidate]
Opened the Nishimura Judicial Scrivener Office[Director (Outside)][Independent Officer] January 2008
Senior Partner, Tsukasa Judicial Scrivener Corporation (current
position)
Yasuko Nishimura
July 2015
Director, Japan General Incorporated Association of(June 4, 1968)
Professionals for Medium and Small Sized Business(Age: 56)
Management Ltd
Chief Executive Officer, CREA FARM Co., Ltd. (current
Term of office as
position)
Director (Outside): June 2016
Director (Outside), Akasaka Diesels Limited (current position)
October 2017
Chief Executive Officer, Fujinokuni Trading Japan Corporation(current position)
Attendance at theBoard of Directors
meetings[Reasons for nomination as candidate for Director (Outside) and the outline of expected role]
Ms. Yasuko Nishimura has a proven record and abundant experience as a corporate manager, as well as the insight and abundant
experience acquired through her career as a management consultant, a legal consultant and a Director (Outside) of a listed company.
The Company judges she will provide objective and professional advice and supervision to the Company based on her provenrecord, knowledge and wealth of experience.
Once elected, she is expected to serve as a member of the Nomination Committee, Remuneration Committee, and GovernanceCommittee.
She is nominated as a candidate for Director (Outside) 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 fulfilling these roles.

-9-

No.

Name
(Date of birth)[New candidate][Director (Outside)]
Shuji Kobayashi(June 28, 1968)(Age: 55)
Term of office as
Director (Outside):-

8

Career summary, position and responsibilities in the Company and significant concurrent
positions
April 1992
December 2011
December 2015
April 2021
April 2023

April 2024

Joined Mitsubishi Corporation
President & CEO, Agrex, Inc.
General Manager of Grain Department, Living Essentials
Division, Mitsubishi Corporation
Division COO of Food Division, Mitsubishi Corporation
Executive Officer, Mitsubishi Corporation (current position)
Division COO of Food Resources Division, Mitsubishi
Corporation
General Manager of CEO Office, Food Industry Group,
Mitsubishi Corporation (current position)

Number ofshares of theCompany held-

Attendance at theBoard of Directors
meetings[Reasons for nomination as candidate for Director (Outside) and the outline of expected role]
Mr. Shuji Kobayashi has held a variety of important positions in general trading companies, giving him a high degree of insight andextensive experience in the food industry and food products industry. He is nominated as a candidate for Director (Outside) in the
belief that he will contribute to the realization of the Group’s sustainable growth and medium- and long-term enhancement ofcorporate value by providing objective and professional advice and supervision to the Company based on his knowledge and wealthof experience.
[Independent Officers]
Ms. Yukie Osaka and Ms. Mikiko Morimoto are Independent Officers as prescribed in the regulations of the Tokyo Stock Exchange.
Both candidates satisfy the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and the standards
set by the Company for Independence Criteria for Outside Officers. The Company plans to reappoint both of them as Independent
Officers if their reelections are approved at this Ordinary General Meeting of Shareholders.
Ms. Yasuko Nishimura satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and thestandards set by the Company for Independence Criteria for Outside Officers. The Company plans to appoint her as an Independent
Officer if her election is approved at this Ordinary General Meeting of Shareholders.
(Notes)1. The age and positions and responsibilities in the Company of each candidate are as of this year’s Ordinary General Meetingof Shareholders.
2. Ms. Yasuko Nishimura’s name is listed in the family register as Yasuko Okumura.
3. The attendance at the Board of Directors meetings is for those meetings held during fiscal year 2023.
4. The number of Board of Directors meetings attended by Mr. Akihisa Horiuchi and Ms. Mikiko Morimoto only covers theBoard of Directors meetings held after their appointment as Directors on June 23, 2023.
5. There are no special interests between each candidate and the Group.
6. The Company executed a share consolidation on October 1, 2023, at a ratio of 1 share per 5 shares of common stock. The
number of shares of the Company held is the number of shares after the share consolidation.
7. Ms. Yukie Osaka, Ms. Mikiko Morimoto, Ms. Yasuko Nishimura, and Mr. Shuji Kobayashi are candidates for Director(Outside).
8. The Company has entered into an agreement with Ms. Yukie Osaka and Ms. Mikiko Morimoto in accordance with theprovisions 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 ofliability stipulated in Article 425, Paragraph 1 of the said Act. The Company plans to renew the said agreement if theirreelections are approved at this Ordinary General Meeting of Shareholders.
In addition, the Company plans to enter into the same indemnity agreement with Ms. Yasuko Nishimura and Mr. Shuji
Kobayashi if their elections are approved at this Ordinary General Meeting of Shareholders.
9. 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, whereby the Company will indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the same Paragraph to the extent provided by laws and regulations. However, the expenses under Item
1 of the same Paragraph, which pertain to cases in which liability is sought against the Company (excluding shareholder
representative actions), are not covered by the indemnity, so that the appropriateness of the execution of duties by theindemnitee will not be impaired.

- 10 -

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. Katsumi Nozawa, Ms. Yasuko Nishimura and Mr.
Shuji Kobayashi if their election is approved at this Ordinary General Meeting of Shareholders.
10. The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company in accordancewith Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Auditors, and Executive Officers, etc. The insurance
policy covers compensation for damages and litigation expenses in the event of a claim against the insured. However, by
excluding from coverage losses resulting from criminal or intentionally illegal acts, measures are taken to ensure that theinsured’s adequacy in the execution of their duties is not impaired. The insured does not bear the cost of insurance premiums.
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, and will be renewedsubject to the resolution of the Board of Directors prior to the expiration of the contract period.

- 11 -

Proposal 2:

Election of 2 Auditors

Of the 4 current Auditors, the terms of office of Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi will expire
at the conclusion of this year’s Ordinary General Meeting of Shareholders. Accordingly, the election of 2
Auditors including 1 Auditor (Outside) is proposed. The candidate is as follows:
The election of the candidate for Auditor has been made after the deliberation by the Nomination Committee,
the majority of whose members are Independent Directors (Outside). In addition, the consent of the Board ofAuditors has been obtained for this Proposal.

No.

Name
(Date of birth)[Reelection]
Yoshiro Matsuzaki(July 2, 1958)(Age: 65)
Term of office as
Auditor4 years

1

Attendance at theBoard of Directors
meetings
100% (15/15)

Career summary, position in the Company and significant concurrent positions
April 1982
October 1993
March 2014
April 2015
April 2016
April 2018
April 2020
June 2020

Joined ITOHAM FOODS INC.
Central Executive Committee Chair, Itoham Worker’s Union
Worked in ITOHAM FOODS INC.
Executive Officer, ITOHAM FOODS INC.
General Manager of Human Resources, General Affairs
Department, the Company
Executive Officer, General Manager of Human Resources
Department, the Company
Advisor, ITOHAM FOODS INC.
Standing Auditor, the Company (current position)
Auditor, ITOHAM FOODS INC. (current position)
Auditor, YONEKYU CORPORATION (current position)

Number ofshares of theCompany held

4,666

Attendance at Board
of Auditors meetings
100% (12/12)[Reason for nomination as candidate for Auditor]
Since his appointment as an Auditor in June 2020, Mr. Yoshiro Matsuzaki has properly conducted audits based on his duties andbackground as an Executive Officer of the Company and the person in charge of the human resources department of the Group,
along with the insight and abundant experience he has gained through his auditing activities.
He is nominated as a candidate for Auditor in the belief that he will continue to contribute to the further development of the Groupby conducting audits from a broad and well-developed perspective on overall management based on his insight and experience.

- 12 -

No.

Name(Date of birth)

Career summary, position in the Company and significant concurrent positions

April 1991
[Reelection][Auditor (Outside)] April 1998
[Independent Officer] July 1999
Kei Umebayashi(December 16, 1966)(Age: 57)
Term of office as
Auditor (Outside)
4 years2

Attendance at theBoard of Directors
meetings
93.3% (14/15)

August 2002
April 2003
August 2004
January 2005
February 2007
March 2007
January 2010
April 2014
March 2015
June 2020
April 2022

Public Prosecutor, Tokyo District Public Prosecutors OfficePublic Prosecutor, Criminal Affairs Bureau, Ministry of JusticeFirst Secretary, Embassy of Japan in the UK (on assignment
from the Ministry of Foreign Affairs)
Public Prosecutor, Criminal Affairs Bureau, Ministry of Justice
Public Prosecutor, Chiba District Public Prosecutors OfficePublic Prosecutor, Secretarial Division, Minister’s Secretariat,
Ministry of Justice
Executive Assistant to Deputy Chief Cabinet Secretary
Resigned as Public Prosecutor
Registered as an attorney at law
Partner, Nishimura & Asahi (currently Nishimura & Asahi(Gaikokuho Kyodo Jigyo)) (current position)
Adjunct Teacher, Keio University Law School
Director (Outside), CHIMNEY Co., Ltd.
Auditor (Outside), the Company (current position)
Professor, Graduate School for Law and Politics, The Universityof Tokyo (current position)

Number ofshares of theCompany held-

Attendance at Board
of Auditors meetings
100% (12/12)[Reason for nomination as candidate for Auditor (Outside)]
Mr. Kei Umebayashi, since assuming office as an Auditor in June 2020, has appropriately conducted audits based on his expertiseand experience in general corporate legal affairs as an attorney-at-law and in the field of crisis management, as well as the insight
and wealth of experience he has gained through his activities as an Auditor of the Company.
He is nominated as a candidate for Auditor (Outside) in the belief that he will continue to contribute to the further development of
the Group by conducting audits from a broad and well-developed perspective on overall management based on his expertise, insight,
and experience.
He has never been involved in the management of a company except as an outside officer. However, the Company judges that hewill appropriately fulfill his duties as an Auditor (Outside) based on the above reasons.
[Independent Officer]
Mr. Kei Umebayashi is an Independent Officer as prescribed in the regulations of the Tokyo Stock Exchange. He satisfies therequirements 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 to reappoint him as an Independent Officer if his reelection isapproved at this Ordinary General Meeting of Shareholders.
(Notes)1. The age and the positions 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 2023.
3. The attendance at the Board of Auditors meetings is for those meetings held during fiscal year 2023.
4. The Company executed a share consolidation on October 1, 2023, at a ratio of 1 share per 5 shares of common stock. The
number of shares of the Company held is the number of shares after the share consolidation.
5. There are no special interests between each candidate and the Group.
6. Mr. Kei Umebayashi is a candidate for Auditor (Outside).
7. The Company has entered into agreements with Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi in accordance with theprovisions 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 ofliability stipulated in Article 425, Paragraph 1 of the said Act. The Company plans to renew the said agreement if theirreelections are approved at this Ordinary General Meeting of Shareholders.
8. The Company has entered into an indemnity agreement with the current Auditors as provided for in Article 430-2, Paragraph
1 of the Companies Act, whereby the Company will indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the same Paragraph to the extent provided by laws and regulations. However, the expenses under Item
1 of the same Paragraph, which pertain to cases in which liability is sought against the Company (excluding shareholder
representative actions), are not covered by the indemnity, so that the appropriateness of the execution of duties by theindemnitee will not be impaired.
If the reelections of Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi are approved at this Ordinary General Meeting of
Shareholders, the Company intends to continue the said compensation agreement.

- 13 -

9.

The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company in accordancewith Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Auditors, and Executive Officers, etc. The insurance
policy covers compensation for damages and litigation expenses in the event of a claim against the insured. However, by
excluding from coverage losses resulting from criminal or intentionally illegal acts, measures are taken to ensure that theinsured’s adequacy in the execution of their duties is not impaired. The insured does not bear the cost of insurance premiums.
If the elections of Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi are approved at this Ordinary General Meeting of
Shareholders, each will be named as insured under the said insurance contract. The term of the insurance contract is 1 year,
and will be renewed by a resolution of the Board of Directors prior to the expiration of the contract period.

Reference: Composition of the Board of Auditors if this proposal is approved and passed as proposed
Name

Age

Reappointment
Current position

Yoshiro Matsuzaki
Shin Takahashi

(65)
(63)

Reappointment

Kei Umebayashi(57)

Current position

Hiroshi Matsumura(64)

Auditor (Outside)
Independent Officer
Auditor (Outside)
Independent Officer- 14 -

Positions in the
Company
Standing Auditor
Standing Auditor

Term of office as
Corporate Auditor
4 years
3 years

Auditor4 years

Auditor1 yearProposal 3:

Election of 1 Substitute Auditor

Pursuant to the provisions of the Articles of Incorporation, the appointment of Mr. Kentaro Uryu, who waselected as a Substitute Auditor at the 4th Ordinary General Meeting of Shareholders held on June 23, 2020,
will remain in effect until the conclusion of this Ordinary General Meeting of Shareholders. Therefore, theCompany proposes the election of 1 Substitute Auditor to prepare for a possible shortage in the number ofAuditors as stipulated by laws and regulations. The candidate is as follows:
The election of the candidate for Substitute Auditor has been made after the deliberation by the Nomination
Committee, the majority of whose members are Independent Directors (Outside). In addition, the consent of
the Board of Auditors has been obtained for this Proposal.
The candidate for Substitute Auditor will be elected to fill the vacancy of Auditor (Outside). The term of officeshall the remaining term of office of his or her predecessor, provided the number of Auditors (Outside) is lessthan the number required by laws and regulations.
With respect to the effectiveness of this appointment, the appointment may be revoked by a resolution of theBoard of Directors with the consent of the Board of Auditors prior to his assumption of office.
Name(Date of birth)

Career summary, position in the Company and significant concurrent positions

Number of sharesof the Company
heldApril 1995
January 1996
February 1999

Registered as an attorney at law
Matsuo & Kosugi
Salomon Smith Barney (Japan) Ltd. (currently Citigroup Global
Markets Japan Inc.)
April 2000
Long-term Expert, the Japan International Cooperation Agency(dispatched to the Ministry of Justice of Vietnam, etc. by the Japan
Federation of Bar Associations)
August 2002
Representative Lawyer, Managing Partner, URYU & ITOGA
Kentaro Uryu
(current position)(January 2, 1965)(Age: 59)
August 2008
Representative Director, U&I Advisory Service Co., Ltd. (current
position)
March 2015
Auditor (Outside), Kyowa Hakko Kirin Co., Ltd. (currently Kyowa
Kirin Co., Ltd.)
June 2015
Auditor (Outside), ITOCHU Corporation (current position)
March 2018
Director (Outside), Kyowa Hakko Kirin Co., Ltd. (currently Kyowa
Kirin Co., Ltd.)
June 2021
Director, Lotte Holdings Co., Ltd. (current position)[Reason for nomination as candidate for Substitute Auditor (Outside)]
Mr. Kentaro Uryu has knowledge and wealth of experience that he has gained through his career as an attorney at law and an outside
officer of listed companies and is nominated as a candidate for Substitute Auditor (Outside) in the expectation that he will contribute to thefurther development of the Group by conducting audits from a broad and well-developed perspective on overall management.
[Independent Officer]
Mr. Kentaro Uryu satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and thestandards set by the Company for Independence Criteria for Outside Officers. The Company plans to appoint him as an
Independent Officer if he assumes the office of Auditor (Outside).
(Notes)1. The age and the positions in the Company of Mr. Kentaro Uryu are as of this year’s Ordinary General Meeting of Shareholders.
2. There are no special interests between Mr. Kentaro Uryu and the Group.
3. If Mr. Kentaro Uryu assumes the office of Auditor (Outside), the Company plans to enter into an agreement with him in
accordance with the provisions in Article 427, Paragraph 1 of the Companies Act to limit his liability for damages under Article
423, Paragraph 1 of the said Act. The maximum amount of his liability for damages under the said agreement will be theminimum amount of liability stipulated in Article 425, Paragraph 1 of the said Act.
4. The Company has entered into an indemnity agreement with the current Auditors as provided for in Article 430-2, Paragraph
1 of the Companies Act, whereby the Company will indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the same Paragraph to the extent provided by laws and regulations. However, the expenses under Item
1 of the same Paragraph, which pertain to cases in which liability is sought against the Company (excluding shareholder
representative actions), are not covered by the indemnity, so that the appropriateness of the execution of duties by theindemnitee will not be impaired.

- 15 -

5.

If Mr. Kentaro Uryu assumes the office of Auditor (Outside), the Company intends to enter into an indemnity agreement withhim with the same terms and conditions.
The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company in accordancewith Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Auditors, and Executive Officers, etc. The insurance
policy covers compensation for damages and litigation expenses in the event of a claim against the insured. However, by
excluding from coverage losses resulting from criminal or intentionally illegal acts, measures are taken to ensure that theinsured’s adequacy in the execution of their duties is not impaired. The insured does not bear the cost of insurance premiums.
If Mr. Kentaro Uryu assumes the office of Auditor (Outside), he will also be insured under the insurance contract. The term of
the insurance contract is 1 year, and will be renewed by a resolution of the Board of Directors prior to the expiration of thecontract period.

- 16 -

<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.

- 17 -

<Reference>
In order to objectively judge the independence of Directors (Outside) and Auditors (Outside) (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, a Director (Outside) or
Auditor (Outside) 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) A major business partner of 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.

- 18 -

<Reference>
Evaluation of the Effectiveness of the Board of Directors
The Company conducts an annual evaluation of the effectiveness of the Board of Directors from September to December
in order to self-assess whether the Board of Directors is functioning normally as originally designed to enhance theeffectiveness of the Board of Directors, and establish the optimal governance structure for the Company.
A summary of the results of the Evaluation of the Effectiveness of the Board of Directors for fiscal 2023 is as follows.
Evaluation Process
The Company has established the Governance Committee as an advisory body to the Board of Directors. The Committee
analyzes and evaluates the effectiveness of the Board of Directors, and leads the evaluation process to assess theeffectiveness of the Board of Directors as follows.
Preparation and implementation of questionnaires by the Governance Committee
Individual interviews
Deliberations based on questionnaire responses and interview content
Analysis and preparation of report on evaluation results
Recommendations to the Board of Directors and discussion at a Board of Directors
meeting
Evaluation Items
A questionnaire consisting of 7 evaluation items, 17 questions, and an open-ended section was conducted with all Directors
and all Auditors. The evaluation items were as follows.
(1) Structure of the Board of Directors(2) Operation of the Board of Directors(3) Discussions at Board of Directors meetings(4) Supervision by the Board of Directors(5) Appointment and dismissal of members of the management team(6) Executive remuneration(7) Dialogue with shareholders
Evaluation Results
Of the issues identified in the Evaluation of the Effectiveness of the Board of Directors in fiscal 2023, the following 4
items have been identified as key areas to be strengthened.
(1) Sustainability linked to long-term strategy(2) Discussion of initiatives to link management strategy to human resources(3) Ongoing discussion of management human resources development(4) Initiatives to implement management with an awareness of cost of capital and stock price
Status of Initiatives on Previous Areas of Focus
Of the issues identified by the results of the fiscal 2022 evaluation, 4 were designated as priority areas of focus and efforts
were strengthened. The following is a summary of priority areas of focus and related initiatives.

- 19 -

Priority areas of focus

(1)

(2)

(3)
(4)

Outline of initiatives (January 2023 to December 2023)
The Sustainability Promotion Office, established in April 2022, was placed under the
Sustainability initiatives linked to
Corporate Strategy Department directly supervised by the President in April 2023, establishingmanagement strategy
a system to strengthen its connection with management strategy.
Created multiple opportunities for discussion by members of the Board of Directors
Enhanced discussions on
concerning the Company’s development of management human resources, including
development of management human
discussions based on explanations from the President and the Chairman of the Nominating
resources.
Committee.
Discussion of human resources at Board of Directors meetings will continue in the future, andDiscussion of human resources
the policy on human resources development and the policy on environmental improvement are
disclosed in the Annual Securities Report.
Improved dissemination ofUsing surveys to identify substantial shareholders and improve dialogue with investors, etc.
information on corporate activities- 20 -

<Reference>
Cross-Shareholdings
The Company’s basic policy is not to hold any cross-shareholdings unless they meet certain conditions and are deemed tocontribute to the “maintenance and development of business transactions.”
After the end of the fiscal year, the rationale for holding all cross-shareholdings is confirmed in a prompt manner, and theresults are verified by the Group Management Meeting and reported to the Board of Directors.
Shares for which the rationale for holding is determined to be no longer valid are sold through dialogue and negotiations
with the issuing company.
Regarding the exercise of voting rights, the Company decides whether to approve or disapprove proposals based on acomprehensive assessment of whether a submitted proposal would contribute to the sustainable growth of the issuing
company and the enhancement of its corporate value.
When a company that holds the Company’s shares as cross-shareholdings expresses an intention to sell such shares, theCompany will not take any action that would prevent them from doing so.
Number of shares held by the Group for purposes other than pure investment and the total amount recorded on the
consolidated balance sheet
Category
Number of stocks
Among them, stocks of listedcompanies
Total amount on consolidated balance
sheet (millions of yen)
Among which, total for listedcompanies (millions of yen)

5th fiscal year
(Fiscal year ended
March 31, 2021)

6th fiscal year
(Fiscal year ended
March 31, 2022)

7th fiscal year
(Fiscal year ended
March 31, 2023)

97

95

91

8th fiscal year
(Current fiscal year)(Fiscal year ended
March 31, 2024)
82

57

56

52

46

15,182

14,303

14,26917,791

13,534

12,664

12,63016,419- 21 -