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

Securities Code: 2908
June 4, 2021
To our shareholders:
Masakazu Fukui,
Representative Director and President(CEO)

FUJICCO Co., Ltd.
6-13-4 Minatojima-Nakamachi,
Chuo-Ku, Kobe

Notice of the 61st Annual General Meeting of Shareholders
You are hereby notified that the 61st Annual General Meeting of Shareholders of FUJICCO Co., Ltd. (the“Company”) will be held as described below.
In order to ensure social distance, the number of seats at the venue of the General Meeting of Shareholders
will be significantly reduced. Please consider not attending the meeting in person this year.
You may exercise your voting rights in writing or via the Internet, so please review the Reference Documents
for General Meeting of Shareholders included in this notice and exercise your voting rights no later than
12:00 p.m. on Tuesday, June 22, 2021 (JST).
1. Date and Time:

Wednesday, June 23, 2021, at 10:00 a.m. (JST) (reception opens at 9:00 a.m.)

2. Venue:

FF Hall, 2F, the Company
6-13-4 Minatojima-Nakamachi, Chuo-Ku, Kobe

3. Purpose of the Meeting
Matters to be reported:
1. The business report, the consolidated financial statements and the results of theaudit of the consolidated financial statements by Financial Auditor and the Audit
and Supervisory Committee for the 61st fiscal year (from April 1, 2020 to March
31, 2021)
2. The non-consolidated financial statements for the 61st fiscal year (from April 1,2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments to the Articles of Incorporation
Proposal No. 3 Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4 Revision of Remuneration, etc., for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)-1-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company’s basic policy is to work on improving profitability and strengthening the financial base tosteadily boost earnings while giving importance to pay stable dividends on an ongoing basis.
After giving comprehensive consideration to various matters including business performance in the fiscal
year under review and the financial standing, the Company proposes that the year-end dividend be as follows.
As the Company has already paid an interim dividend of 20 yen per share, the annual dividend for the fiscal
year under review will be 41 yen per share.
Year-end dividends(1)Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount
21 yen per common share of the Company
Total amount of dividends: 631,066,359 yen(3)

Effective date of dividends of surplus
June 24, 2021

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Proposal No. 2
1.

Partial Amendments to the Articles of Incorporation

Reasons for amendments(i)

To prepare for future diversification of the business, the Company proposes to add business purposes to Article 2(Purpose) of the current Articles of Incorporation.

(ii)

To guarantee the further increase of the effectiveness of the Board of Directors, the Company proposes to decrease
the maximum number of Directors (excluding Directors who are Audit and Supervisory Committee Members) in
Article 20, paragraph (1) of the current Articles of Incorporation.

(iii) As a part of measures to promote the separation of the supervisory and business execution functions of management
by clarifying the respective roles of Directors and Executive Officers, the Company proposes to remove text andprovisions concerning Directors with special titles in Article 24 (Representative Directors and Directors With Special
Titles) of the current Articles of Incorporation to adjust special titles to not be for Directors, but to be for Executive
Officers going forward.
(iv) The Company proposes to amend provisions concerning the Convener and Chairman of the General Meeting of
Shareholders and the Board of Directors in association with the removal of the provisions concerning Directors withspecial titles, such as the removal of provisions concerning Counselors and Advisors.

2.

Details of amendments
The details of the amendments are as follows:(Underline indicates amendments)
Proposed Amendments

Current Articles of Incorporation
Article 2 (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:(1) Production and sale of kombu products, various
types of tsukudani and preserved food products(2) Production and sale of agriculture, livestock andfishery food products(3) Production and sale of dairy products, and sale ofrelated equipment(4) Production and sale of jarred and canned foodproducts(5) Production and sale of frozen food products(6) Production and sale of rice, delicatessen products
and pickled vegetables(7) Production and sale of soft drinks and alcoholic
beverages(8) Production and sale of confectionaries(9) Production, processing and sale of agricultural
products(10) Production and sale of pharmaceuticals and quasipharmaceuticals(11) Sale of materials related to the preceding items(12) Management of restaurants(13) Management of culture and welfare facilities andsports facilities(14) Publishing and advertising agency business(15) Non-life insurance agency business(16) Business related to the leasing and management ofreal estate(Newly established)(17) Power generation business(18) All businesses pertaining to the preceding items

Article 2(Purpose)(Unchanged)(1)(Unchanged)(2)(Unchanged)(3)(Unchanged)(4)(Unchanged)

(5)
(6)

(Unchanged)(Unchanged)(7)(Unchanged)

(8)
(9)

(Unchanged)(Unchanged)(10)(Unchanged)

(11)
(12)
(13)

(Unchanged)(Unchanged)(Unchanged)

(14)
(15)
(16)

(Unchanged)(Unchanged)(Unchanged)(17) Warehousing business(18)(Unchanged)(19)(Unchanged)-3-Current Articles of Incorporation

Proposed Amendments

Article 14 (Convener and Chairman)
Article 14 (Convener and Chairman)
1. Except as otherwise provided for in laws and1. Except as otherwise provided for in laws andregulations, the Director and President shall convene
regulations, a Representative Director shall convene
General Meetings of Shareholders by resolution of theGeneral Meetings of Shareholders by resolution of theBoard of Directors. If the Director and President isBoard of Directors. If none of the Representative
unable to do so, any of the other Directors shall convene
Directors are able to do so, any of the other Directors
a meeting in the order prescribed in advance by theshall convene a meeting in the order prescribed in
Board of Directors.
advance by the Board of Directors.
2. The Director and President shall chair the General
2. A Representative Director designated by the Board of
Meetings of Shareholders. If the Director and President
Directors shall chair the General Meeting ofis unable to do so, any of the other Directors shall chair
Shareholders. If the relevant Representative Director isa meeting in the order prescribed in advance by theunable to do so, any of the other Directors shall chair a
Board of Directors.
meeting in the order prescribed in advance by the Boardof Directors.
Article 20 (Number of Directors)
1. The Company shall have not more than twelve (12)Directors (excluding Directors who are Audit andSupervisory Committee Members).
2. The Company shall have not more than four (4)Directors who are Audit and Supervisory Committee
Members.

Article 20 (Number of Directors)
1. The Company shall have not more than nine (9)Directors (excluding Directors who are Audit andSupervisory Committee Members).
2.
(Unchanged)

Article 24 (Representative Directors and Directors With
Article 24 (Representative Directors)
Special Titles)
1. The Company shall appoint Representative Directors by 1.
(Unchanged)
resolution of the Board of Directors.
2. Representative Directors represent the Company, and2.
(Unchanged)
execute the business of the Company.
3. The Board of Directors may appoint, by its resolution,
one Director and President, one Director andChairperson, one or a small number of Director and(Deleted)
Vice Presidents, one or a small number of Senior
Managing Directors, and one or a small number ofManaging Directors.
4. The Board of Directors may appoint, by its resolution,(Deleted)
one or a small number of Counselors and Advisors.
Article 25 (Convener and Chairman of the Board of
Article 25 (Convener and Chairman of the Board of
Directors)
Directors)
Unless otherwise provided for by laws and regulations, theUnless otherwise provided for by laws and regulations, a
Director and President shall convene meetings of the Board Representative Director designated by the Board ofof Directors and chair the meetings. If the Director andDirectors shall convene meetings of the Board of Directors
President is unable to do so, any of the other Directors shall and chair the meetings. If the relevant Representative
convene and chair a meeting in the order prescribed in
Director is unable to do so, any of the other Directors shalladvance by the Board of Directors.
convene and chair a meeting in the order prescribed inadvance by the Board of Directors.

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Proposal No. 3

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

At the conclusion of this meeting, the term of office for all seven Directors (excluding Directors who are
Audit and Supervisory Committee Members) will expire.
Accordingly, the Company proposes the election of seven Directors (excluding Directors who are Audit andSupervisory Committee Members). In this election of candidates for Director, the Company has decided tonominate two female Directors and set the ratio of Independent Outside Directors, which includes Directors
who are Audit and Supervisory Committee Members, to half in order to diversify and further increase theeffectiveness of the Board of Directors.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
Candidate no.

Name

Position

Attendanceat Board of
Directors
meetings

1

Reelection

Masakazu Fukui(58 years old)

Representative Director and President
(CEO)

100%
(12/12)2

Reelection

Yoshitaka Ishida(60 years old)

Director and Senior Managing Executive
Officer100%(12/12)

3

Reelection

Kazuyuki Arata(57 years old)

Director and Senior Executive Officer

100%(12/12)

4

New election

Hiromi Terajima(56 years old)

Senior Executive Officer

5

Reelection

Shotaro Watanabe(85 years old)

OutsideIndependent

6

Reelection

Akira Oze
(74 years old)

Outside7

New election

Junko Ikeda(70 years old)

OutsideIndependent–

Outside Director

100%(12/12)

Outside Director

100%(10/10)–Independent

Reelection Candidate for Director to be reelected
New election Candidate for Director to be newly elected
Outside Candidate for outside Director
Independent Independent officer-5-Candidate
no.

1

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1995

Joined the Company

Masakazu Fukui(September 11, 1962)
58 years oldJune 1996

Director

June 2000

Managing Director

June 2002

Senior Managing Director

Reelection

June 2004

Representative Director and President (CEO)(current position)

Attendance at Board of
Directors meetings:
100% (12/12)

Number of theCompany’scommon shares
owned

1,021,863

Number of years in office
as a Director:
25 yearsReasons for nomination as candidate for Director
Masakazu Fukui has served as Representative Director and President (CEO) of the Group since June 2004, andhas demonstrated strong leadership aimed at improving corporate value. The Company therefore judges that heis an appropriate person for promoting global business management of the Group aimed at improving
sustainable corporate value, and accordingly proposes his reelection as a Director.
Yoshitaka Ishida(December 4, 1960)
60 years old
Reelection

2

Apr. 1983

Joined the Company

June 2007

Director

June 2017Managing Director

Apr. 2021

Director and Senior Managing Executive
Officer (current position)
7,100

Attendance at Board of
Directors meetings:
100% (12/12)
Number of years in office
as a Director:
14 yearsReasons for nomination as candidate for Director

Yoshitaka Ishida has served in important roles in the sales division and in development and corporate planning.
The Company therefore judges that he is capable of demonstrating his extensive experience in corporate
management and abilities in the Group’s management, and accordingly proposes his reelection as a Director.

-6-

Candidate
no.

3

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

Joined the Company

Kazuyuki Arata(March 2, 1964)
57 years old

Apr. 2015

Executive Officer

Apr. 2017

Senior Executive Officer

June 2018

DirectorReelection

Apr. 2021

Director and Senior Executive Officer,
General Manager of Core Business Division,and Manager of Marketing Promotion
Department (current position)

Attendance at Board of
Directors meetings:
100% (12/12)

Number of theCompany’scommon shares
owned

7,500

Number of years in office
as a Director:
3 years
Reasons for nomination as candidate for Director
Kazuyuki Arata has served in important roles in the sales division and the product planning division. The
Company therefore judges that he is capable of demonstrating his extensive experience and in-depth insights
related to the food industry in the Group’s management, and accordingly proposes his reelection as a Director.
Hiromi Terajima(November 24, 1964)
56 years old
New election

4

Apr. 1987

Joined the Company

Apr. 2016

Executive Officer

Apr. 2021

Senior Executive Officer, General Manager
of Corporate Human Resource Division(current position)
1,400

Attendance at Board of
Directors meetings:–
Number of years in office
as a Director:–
Reasons for nomination as candidate for Director

Hiromi Terajima has served in important roles in the mail-order business division, marketing division andhuman resources and general affairs division. The Company therefore judges that she is capable ofdemonstrating her extensive business experience and excellent leadership in the Group’s management, andaccordingly newly proposes her election as a Director.

-7-

Candidate
no.

Name
(Date of birth)

Shotaro Watanabe(January 2, 1936)
85 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 1988

Executive Vice President, Representative
Director of Kao Soap Co., Ltd. (currently
Kao Corporation)

May 2006

Lifetime Executive of Japan Association of
Corporate Executives(current position)

June 2008

Outside Audit & Supervisory Board Memberof the Company

June 2012Retired from office as Outside Audit &Supervisory Board Member

June 2015

Outside Director (current position)

Reelection
Attendance at Board of
Directors meetings:
100% (12/12)
5

Number of years in office
as a Director:
6 years

Number of theCompany’scommon shares
owned

2,000

Reasons for nomination as candidate for outside Director and outline of expected roles
Shotaro Watanabe has extensive experience and broad-ranging insights both as a corporate manager and fromhis activities in the business community, and he proactively provides opinions and guidance concerning theGroup’s structural reform, etc. The Company expects that he will continue to provide beneficial advice with anawareness of the improvement of medium- to long-term corporate value, and accordingly proposes his
reelection as an outside Director.

6

Apr. 2002
Akira Oze
(March 17, 1947)
74 years old

Representative Director & President ofHouse Foods Corporation (currently House
Foods Group Inc.)

Apr. 2009

Representative Director & Chairman

Reelection

June 2014

Director & Senior Advisor

June 2015

Chairman (current position)

Attendance at Board of
Directors meetings:
100% (10/10)

June 2016

Chairman of Japan Food Industry
Association (current position)

June 2020

Outside Director of the Company (current
position)

Number of years in office
as a Director:
1 year2,000

Reasons for nomination as candidate for outside Director and outline of expected roles
Akira Oze has extensive experience and in-depth insights related to the food industry as a corporate manager,
and he provides advice concerning the operation of business divisions, etc. from a broad perspective. The
Company expects that he will continue to provide beneficial advice that leads to the improvement of theGroup’s corporate value, and accordingly proposes his reelection as an outside Director.

-8-

Candidate
no.

Name
(Date of birth)

Junko Ikeda(April 9, 1951)
70 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 2002

Managing Director of PRAP Japan, Inc.

Sept. 2008

Representative Director and President of
BRAINS COMPANY, Inc.

Nov. 2015

Advisor of PRAP Japan, Inc.

Number of theCompany’scommon shares
owned

New election
0

Attendance at Board of
Directors meetings:–
7

Number of years in office
as a Director:–
Reasons for nomination as candidate for outside Director and outline of expected roles
Junko Ikeda has extensive experience and broad-ranging insight both as a corporate manager and from her
activities in the public relations (PR) and public affairs industry. The Company therefore expects her to provide
objective advice concerning the Group’s public affairs strategy, marketing strategy, etc. from a viewpoint thatcombines expertise and the viewpoint of consumers, and accordingly newly proposes her election as an outside
Director.

(Notes) 1. There is no special interest between each candidate and the Company.
2. Of the candidates for Directors, Shotaro Watanabe, Akira Oze and Junko Ikeda are candidates for outside Directors
as defined in Article 2, paragraph (3), item (vii) of the Ordinance for Enforcement of the Companies Act, and are
candidates for independent officers as provided for by Tokyo Stock Exchange, Inc.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Shotaro Watanabe and Akira Oze to limit the amount of their liability for damages under Article
423, paragraph (1) of the same Act, to the minimum liability amount provided for by Article 425, paragraph (1) of
the same Act. If their reelection is approved, the Company plans to continue the aforementioned agreement withthem.
4. If Junko Ikeda is elected as Director, pursuant to the provisions of Article 427, paragraph (1) of the Companies
Act, the Company plans to enter into an agreement with her to limit the amount of her liability for damages under
Article 423, paragraph (1) of the same Act, to the minimum liability amount provided for by Article 425, paragraph(1) of the same Act.
5. The Company has entered into a directors and officers liability insurance policy with all Directors as the insured.
This insurance policy covers the insured’s losses and such costs as related litigation expenses incurred from claims
for damages arising from acts (including nonfeasance) carried out by the insured as an officer or a person at a
certain position of the Company, and the full amount of the premiums are fully borne by the Company. If theelection of the candidates is approved, those who have been elected will be included as the insured under thisinsurance policy. The Company plans to renew the insurance policy with the same details during their terms ofoffice.

-9-

Proposal No. 4

Revision of Remuneration, etc., for Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)

At the 56th Annual General Meeting of Shareholders held on June 22, 2016, the amount of remuneration, etc.
for Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company
was resolved to be “¥300 million or less per year (of which ¥50 million or less per year is for outside
Directors),” and has been the case thus far. However, if Proposal No. 2 “Partial Amendments to the Articles
of Incorporation” is adopted, the Company proposes to revise the amount of remuneration, etc. for Directors(excluding Directors who are Audit and Supervisory Committee Members) to “¥200 million or less per year(of which ¥50 million or less per year is for outside Directors)” taking into consideration the lowering of the
maximum number of Directors (excluding Directors who are Audit and Supervisory Committee Members)from twelve (12) to nine (9).
Furthermore, as has previously been the case, the amount of remuneration, etc. for Directors (excluding
Directors who are Audit and Supervisory Committee Members) does not include the employee portion of
pay for Directors who concurrently serve as employees.
This proposal was decided by the Board of Directors after deliberation by the Voluntary Personnel andRemuneration Committee while taking into consideration the Company’s business scope, the officer
remuneration system and its basis for payment, the maximum number of Directors if Proposal No. 2 “Partial
Amendments to the Articles of Incorporation” is adopted, future trends, etc., and has been deemed appropriate.
The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) iscurrently seven (7) (of which two are outside Directors), but if Proposal No. 3 is approved and adopted as
proposed, the number of Directors (excluding Directors who are Audit and Supervisory Committee
Members) will be seven (7) (of which three are outside Directors).
END- 10 -