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 2, 2022
To our shareholders:
Masakazu Fukui,
Representative Director, President andCEO

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

Notice of the 62nd Annual General Meeting of Shareholders
You are hereby notified that the 62nd 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.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet,
etc., so please review the Reference Documents for General Meeting of Shareholders included in this noticeand exercise your voting rights no later than 06:00 p.m. on Wednesday, June 22, 2022 (JST).
1. Date and Time:Thursday, June 23, 2022, 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 62nd fiscal year (from April 1, 2021 toMarch 31, 2022)
2. The non-consolidated financial statements for the 62nd fiscal year (from April 1,
2021 to March 31, 2022)
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 Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4 Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 5 Election of One Substitute Director Who Is An Audit and Supervisory
Committee Member-1-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Group works on improving profitability and strengthening the financial base to steadily boost earnings,
so as to enhance return of profits for our shareholders, which is one of the most important tasks. The Group’s
current dividend policy is to maintain a dividend payout ratio of 40% or more, as an effort to match ourshareholders’ expectations. Moreover, with improvements of capital efficiency (ROE) in mind, the Groupwill consider acquisition and cancellation of treasury shares proactively.
Internal capital reserves will be appropriated to investments that leads to profitable growth such as
investments on research and development as well as capital investments. The Company proposes that the
year-end dividend be as follows.
If this proposal is approved and adopted as proposed, combined with the interim dividend of 22 yen per share,
the annual dividend will be 45 yen per share, which is an increase of 4 yen compared to the previous fiscal
year, and the consolidated payout ratio will be 63.4%.
Year-end dividends(1)Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount23 yen per common share of the Company
Total amount of dividends: 672,350,605 yen(3)Effective date of dividends of surplus
June 24, 2022-2-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1.

Reasons for amendments(1)

Amendments related to measures for electronic provision of materials for general meetings of shareholders
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes
the following amendments to the Company’s Articles of Incorporation in preparation for the implementation of thesystem for electronic provision of materials for general meetings of shareholders.

(i)

Article 14 (Measures for Electronic Provision, Etc. of Materials for General Meetings of Shareholders), paragraph (1)of the proposed amendments stipulates that information that is the content of reference documents for general meetingof shareholders, etc., shall be provided electronically.

(ii)

Article 14 (Measures for Electronic Provision, Etc. of Materials for General Meetings of Shareholders), paragraph (2)of the proposed amendments establishes stipulations to limits on the scope of matters to be stated in physicaldocuments that are provided to shareholders who request provision of physical documents.

(iii) As stipulations concerning internet disclosure and deemed provision of reference documents for general meetings ofshareholders (Article 15 of the current Articles of Incorporation) will no longer be necessary, these shall be deleted.
(iv) Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments
and deletions above.

(2)

Amendments related to decision-making organization concerning dividends of surplus, etc.

(i)

In order to pursue flexible capital policy and dividend policy, the Company proposes to newly establish Article 44(Decision-Making Organization Concerning Dividends of Surplus, Etc.) and Article 45 (Record Date for Dividendsof Surplus) of the proposed amendments to enable the Company to pay dividends of surplus, etc. by resolution of theBoard of Directors, pursuant to the provisions of Article 459, paragraph (1) of the Companies Act, as well as to delete
Article 6 (Acquisition of Treasury Shares), Article 45 (Year-End Dividends), and Article 46 (Interim Dividends) of
the current Articles of Incorporation, of which their contents overlap with the new establishments.

(ii)

Supplementary provisions shall be established concerning the effective date, etc., in line with the above deletion of
Article 6 (Acquisition of Treasury Shares) of the current Articles of Incorporation.

(3)

Amendments related to substitute Directors who are Audit and Supervisory Committee Members(i)

In order to clarify in the Articles of Incorporation that substitute Directors who are Audit and Supervisory Committee
Members may be elected, pursuant to the provisions of the Companies Act, the Company proposes to newly establish
Article 20 (Election of Directors), paragraph (4) of the proposed amendments.

(ii)

In order to extend the valid term of resolutions related to elections of substitute Directors who are Audit andSupervisory Committee Members, the Company proposes to newly establish Article 20 (Election of Directors),
paragraph (5) of the proposed amendments.

(iii) In order to clarify the purpose of Article 23 (Term of Office of Directors), paragraph (3) of the current Articles ofIncorporation, the Company proposes to add texts to it.

(4)

Other necessary amendments
The Company proposes to make other necessary amendments resulting from the above amendments, such as changes
in numbering of articles and changes in words or phrases.

-3-

2.

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

Current Articles of Incorporation
Article 6 (Acquisition of Treasury Shares)
Pursuant to the provision of Article 165, paragraph (2) of
the Companies Act, the Articles of Incorporation stipulatethat the Company may acquire treasury shares in market
and other transactions based on the resolution of the Boardof Directors.
Article 7 to Article 14(Omitted)(Deleted)

Article 6 to Article 13 (Unchanged)

Article 15 (Internet Disclosure and Deemed Provision ofReference Documents of the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor indicated in the reference documents of the general
meeting of shareholders, business report, non-consolidated
financial statements and consolidated financial statements
via the Internet in accordance with the provisions
prescribed by the Ordinance of the Ministry of Justice, it
may be deemed that the Company has provided thisinformation to shareholders.

(Deleted)(Newly established)

Article 14 (Measures for Electronic Provision, Etc. ofMaterials for General Meetings of Shareholders)
1. When convening a general meeting of shareholders, theCompany shall provide electronically information that isthe content of reference documents for the general
meeting of shareholders, etc.
2. Of the matters to which electronic provision measuresapply, the Company may choose not to record all or partof matters stipulated in the Ordinance of the Ministry ofJustice in the physical documents provided toshareholders who made requests for provision ofphysical documents by the record date for voting rights.

Article 16 to Article 20(Omitted)

Article 21 (Election of Directors)
1.
(Omitted)
2.
(Omitted)
3.
(Omitted)(Newly established)(Newly established)

Article 15 to Article 19 (Unchanged)
Article 20 (Election of Directors)
1.
(Unchanged)
2.
(Unchanged)
3.
(Unchanged)
4. The Company may elect substitute Directors who are
Audit & Supervisory Committee Members by resolution
at a general meeting of shareholders in preparation forthe case where the number of Directors who are Audit &Supervisory Committee Members falls below theminimum number provided for by laws and regulations,pursuant to the provisions of Article 329, paragraph (3)of the Companies Act.
5. The valid term of a resolution related to election ofsubstitute Directors who are Audit & Supervisory
Committee Members stated in the previous paragraphshall expire at the start of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within two (2) years after
such resolution.

-4-

Article 22

Current Articles of Incorporation(Omitted)

Article 21

Proposed Amendments(Unchanged)

Article 23 (Term of Office of Directors)
1.
(Omitted)
2.
(Omitted)
3. The term of office of an Audit and Supervisory
Committee Member who is elected as the substitute for
an Audit and Supervisory Committee Member who
retired from office before the expiration of the term ofoffice shall continue until the time the term of office of
the Audit and Supervisory Committee Member who
retired from office is to expire.

Article 22 (Term of Office of Directors)
1.
(Unchanged)
2.
(Unchanged)
3. The term of office of an Audit and Supervisory
Committee Member who is elected as the substitute for
an Audit and Supervisory Committee Member who
retired from office before the expiration of the term ofoffice shall continue until the time the term of office of
the Audit and Supervisory Committee Member who
retired from office is to expire. (Amendment to theJapanese does not impact the English counterpart.)

Article 24 to Article 44

Article 23 to Article 43 (Unchanged)(Omitted)(Newly established)

Article 44 (Decision-Making Organization Concerning
Dividends of Surplus, Etc.)
The Company shall determine matters stipulated in items of
Article 459, paragraph (1) of the Companies Act, such as
dividends of surplus, by resolution of the Board of
Directors, except as otherwise provided for in laws andregulations.

(Newly established)

Article 45 (Record Date for Dividends of Surplus)
The record date for dividends of surplus (hereinafter,“Dividends”) of the Company shall be March 31 and
September 30 in each year

Article 45 (Year-End Dividends)
The Company shall, in accordance with a resolution of theannual general meeting of shareholders, pay monetarydividends of surplus (hereinafter, “Year-End Dividends”) to
shareholders or registered share pledgees listed or recordedin the latest shareholder registry as of March 31 each year.

(Deleted)

Article 46 (Interim Dividends)
The Company may, in accordance with a resolution of theBoard of Directors, pay dividends of surplus as stipulated
in Article 454, paragraph (5) of the Companies Act(hereinafter, “Interim Dividends”) to shareholders or
registered share pledgees listed or recorded in the latest
shareholder registry as of September 30 each year.

(Deleted)

Article 47 (Prescriptive Period for Payment of Year-End
Article 46 (Prescriptive Period for Payment of Dividends)
Dividends, Etc.)
1. If the Year-End Dividends and Interim Dividends have
1. If Dividends have not been received after the lapse of
not been received after the lapse of three (3) full years
three (3) full years from the date of commencement offrom the date of commencement of payment thereof, thepayment thereof, the Company shall be exempt from theCompany shall be exempt from the obligation to pay
obligation to pay such dividends.
such dividends.
2. No interest shall accrue on unpaid Year-End Dividends
2. No interest shall accrue on unpaid Dividends.
and Interim Dividends.
(Omitted)

Article 47

Supplementary Provisions(Transitional Measures Concerning Audit & Supervisory
Board Members’ Liability)

Article 1

Article 48-5-(Unchanged)
Supplementary Provisions(Transitional Measures Concerning Audit &Supervisory Board Members’ Liability)

Current Articles of Incorporation
1 The Company may exempt Audit & Supervisory Board
Members (including former Audit & Supervisory Board
Members) from his/her liability for damages prescribedin Article 423, paragraph (1) of the Companies Act foractions prior to the conclusion of the 56th Annual
General Meeting of Shareholders to the extent provided
in laws and regulations by a resolution of the Board of
Directors.
2 The agreement to limit liability prescribed in Article
423, paragraph (1) of the Companies Act for actions of
Outside Audit & Supervisory Board Members(including former Outside Audit & Supervisory Board
Members) prior to the conclusion of the 56th Annual
General Meeting of Shareholders shall be in accordancewith Article 43, paragraph (2) of these Articles ofIncorporation before amendment by resolution of thesame annual general meeting of shareholders.
(Newly established)(Newly established)1.

Proposed Amendments(Unchanged)

2.

(Unchanged)

Article 2(Transitional Measures Concerning Electronic
Provision of Materials for General Meetings ofShareholders)
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents of theGeneral Meeting of Shareholders, Etc.) of the Articles
of Incorporation before the amendment by resolution at
the 62nd Annual General Meeting of Shareholders andthe establishment of Article 14 (Measures for Electronic
Provision, Etc. of Materials for General Meetings ofShareholders) of the proposed amendments to the
Articles of Incorporation shall take effect from
September 1, 2022, which is the date of enforcement of
the revised stipulations stipulated in the proviso of
Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of
2019; the “Enforcement Date”).
2. Notwithstanding the provisions of the previous
paragraph, Article 15 of the Articles of Incorporation
before the amendment by resolution at the 62nd Annual
General Meeting of Shareholders shall remain valid forgeneral meetings of shareholders held on a day that iswithin six months of the Enforcement Date.
3. This article shall be deleted on the day after which six
months have elapsed since the Enforcement Date or the
day after which three months have elapsed since the dayof the general meeting of shareholders stated in theprevious paragraph, whichever is later.
Article 3 (Transitional Measures Concerning Stipulationsin the Articles of Incorporation Pursuant to theProvision of Article 165, Paragraph (2) of theCompanies Act)
1. Deletion of Article 6 (Acquisition of Treasury Shares) of
the Articles of Incorporation before the amendment byresolution at the 62nd Annual General Meeting of
Shareholders shall take effect from November 16, 2022.
2. In line with the provisions of the previous paragraph,this article shall be deleted after the effective date of thedeletion of Article 6 (Acquisition of Treasury Shares) of
the Articles of Incorporation before the amendment byresolution at the 62nd Annual General Meeting of
Shareholders.

-6-Proposal No. 3

Election of Six 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 electionof six Directors (excluding Directors who are Audit and Supervisory Committee Members).
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
Candidate
no.

Name

Attributes

Position

Attendanceat Board of
Directors
meetings:

1

Masakazu Fukui
59 years old

Reelection

Representative Director, President and CEO

100%(14/14)

2

Yoshitaka Ishida
61 years old

Reelection

Director and Senior Managing Executive
Officer100%(14/14)3

Kazuyuki Arata
58 years old

Reelection

Director and Senior Executive Officer

100%(14/14)

4Hiromi Terajima
57 years old

Reelection

Director and Senior Executive Officer

100%(12/12)

5

Akira Oze
75 years old

Outside Director

100%(14/14)

Outside Director

100%(12/12)

6

Junko Ikeda
71 years old

Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection Candidate for Director to be reelected
Outside Candidate for outside Director
Independent Independent officer(Note) Candidate no. 4 Hiromi Terajima and candidate no. 6 Junko Ikeda were newly elected at the 61st Annual General
Meeting of Shareholders held on June 23, 2021; therefore the numbers of Board of Directors meetings held for them
are different from other candidates.

-7-

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)
59 years oldJune 1996

DirectorReelection

June 2004

Representative Director and President (CEO)Attendance at Board of
Directors meetings:
100% (14/14)

June 2021

Representative Director, President and CEO(current position)

June 2000

Managing Director

June 2002

Senior Managing Director

Number of theCompany’scommon shares
owned

1,021,863

Number of years in office asa Director:
26 yearsReasons for nomination as candidate for Director
Masakazu Fukui has served as Representative Director and President (CEO) of the Company since June 2004,
and has demonstrated strong leadership aimed at improving corporate value. The Company therefore judgesthat he is 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.
Apr. 1983
Yoshitaka Ishida(December 4, 1960)
61 years old
Reelection

2

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% (14/14)
Number of years in office asa Director:
15 yearsReasons for nomination as candidate for Director

Yoshitaka Ishida has served in important roles in the sales division and in the development division and thecorporate planning division. 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.

-8-

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)
58 years old

Apr. 2015

Executive Officer

Reelection
Attendance at Board of
Directors meetings:
100% (14/14)

Apr. 2017

Senior Executive Officer

June 2018

Director

Apr. 2021

Director and Senior Executive Officer(current position)

Mar. 2022

Senior General Manager of Production
Division (current position)

Number of theCompany’scommon shares
owned

7,500

Number of years in office asa Director:
4 years
Reasons for nomination as candidate for Director
Kazuyuki Arata has served in important roles in the sales division and the marketing 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)
57 years old

Apr. 1987

Joined the Company

Apr. 2016

Executive Officer

Apr. 2021

Senior Executive Officer

June 2021

Director and Senior Executive Officer(current position)

Mar. 2022

In charge of Innovation, Governance, andHuman Resources (current position)

Reelection

4

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

3,500

Number of years in office asa Director:
1 yearReasons 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 proposes her reelection as a Director.

-9-Candidate
no.

Name
(Date of birth)

Akira Oze
(March 17, 1947)
75 years old

5Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2002

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

Apr. 2009

Representative Director & Chairman

Reelection
OutsideIndependent

June 2014

Director & Senior Advisor

June 2015

Chairman (current position)

June 2016

Chairman of Japan Food Industry
Association (current position)

Attendance at Board of
Directors meetings:
100% (14/14)

June 2020

Outside Director of the Company (current
position)

Number of theCompany’scommon shares
owned

2,000

Number of years in office asa Director:
2 years
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.

6

Nov. 2002

Managing Director of PRAP Japan, Inc.

Junko Ikeda(April 9, 1951)
71 years old

Sept. 2008

Representative Director and President of
BRAINS COMPANY, Inc.

Nov. 2015

Advisor of PRAP Japan, Inc.

Reelection
OutsideIndependent

June 2021

Outside Director of the Company (current
position)
0

Attendance at Board of
Directors meetings:
100% (12/12)
Number of years in office asa Director:
1 yearReasons 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 expects that she will continue toprovide objective advice concerning the Group’s public affairs strategy, marketing strategy, etc. from aviewpoint that combines expertise and the viewpoint of consumers, and accordingly proposes her reelection as
an outside Director.

(Notes) 1. There is no special interest between each candidate for Directors and the Company.
2. Of the candidates for Directors, 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 forindependent 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 Akira Oze and Junko Ikeda 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 thesame Act. If their reelection is approved, the Company plans to continue the aforementioned agreement with them.

- 10 -

4. The Company has entered into a directors and officers liability insurance policy with an insurance company, withall 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 borneby the Company. If the election of the candidates is approved, those who have been elected will be included as theinsured under this insurance policy. The Company plans to renew the insurance policy with the same details during
their terms of office.

- 11 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the term of office for Directors who are Audit and Supervisory Committee
Members, Akira Fujisawa and Akira Ishida, will expire.
As Director who is an Audit and Supervisory Committee Member Takashi Hikino retired from office due tohis passing away on March 5, 2022, resulting in a vacancy in Directors who are Audit and Supervisory
Committee Members, on April 11, 2022, Yoshihiro Uetani was elected and assumed office as a provisional
Director who is an Audit and Supervisory Committee Member at Kobe District Court. The term of office ofthe provisional Director who is an Audit and Supervisory Committee Member is until a succeeding Director
who is an Audit and Supervisory Committee Member is elected at this meeting.
Accordingly, the Company proposes the election of three Directors who are Audit and Supervisory
Committee Members.
The Audit and Supervisory Committee has already given its consent to this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidateno.

Name(Date of birth)

Akira Fujisawa(May 16, 1958)
64 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1998

Joined the Company

June 2018

Director who is an Audit and Supervisory
Committee Member (current position)

Number of theCompany’scommon shares
owned

Reelection
Attendance at Board of
Directors meetings:
100% (14/14)
1

3,600

Attendance at Audit andSupervisory Committee
meetings:
100% (12/12)
Number of years in office asa Director:
4 years
Reasons for nomination as candidate for Director
Judging that Akira Fujisawa has extensive experience in the corporate planning division since joining theCompany, and the necessary capabilities to carry out appropriate supervision of the Group’s management, theCompany accordingly proposes his reelection as a Director who is an Audit and Supervisory Committee
Member.

- 12 -

Candidate
no.

Name
(Date of birth)

May 1992

Senior Partner of Deloitte Touche Tohmatsu
LLC (currently Partner)

July 2012

External Auditor of KYOSHA CO., LTD.
(current position)

Reelection
OutsideIndependent

June 2013

Outside Audit & Supervisory Board Memberof the Company

June 2016Retired from office as Outside Audit &Supervisory Board Member

Attendance at Board of
Directors meetings:
100% (14/14)

June 2016

Outside Director who is an Audit andSupervisory Committee Member (current
position)

Akira Ishida(July 17, 1948)
73 years old

2

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

Number of theCompany’scommon shares
owned

0

Attendance at Audit andSupervisory Committee
meetings:
100% (12/12)
Number of years in office asa Director:
6 years
Reasons for nomination as candidate for outside Director and outline of expected roles
Akira Ishida has extensive expertise and experience as a certified public accountant and has been providing
opinions rich in suggestions for responsibilities of the Board of Directors, etc. The Company expects him tocontinue providing professional advice from an independent standpoint based on his extensive insights andexperience, and proposes his reelection as an outside Director who is an Audit and Supervisory Committee
Member. With his insights and experience, the Company judges that he can appropriately fulfill the duties as an
outside Director.
Apr. 1983
Yoshihiro Uetani(December 18, 1954)
67 years old

3

Registered as an attorney at law, joined
Oshiro Law Office (currently Higashimachi
LPC)

Apr. 2000

Vice President of Hyogo Bar Association

New election
OutsideIndependent

June 2010

Managing Partner of Higashimachi LPC(current position)

Sept. 2019

Director of Medical Corporation Kan-etsu
Chu-oh Hospital (current position)

Attendance at Board of
Directors meetings:―

Apr. 2022

Provisional Director (Audit and Supervisory
Committee Member) of the Company(current position)

Attendance at Audit andSupervisory Committee
meetings:―

Apr. 20220

Director of Social Medical Corporation
Aishinkan (current position)

Number of years in office asa Director:
3 months
Reasons for nomination as candidate for outside Director and outline of expected roles
Yoshihiro Uetani has extensive expertise and experience as an attorney at law. Therefore, the Company expects
him to provide professional advice from an independent standpoint based on his extensive insights andexperience, and proposes his election as an outside Director who is an Audit and Supervisory Committee
Member. With his insights and experience, the Company judges that he can appropriately fulfill the duties as an
outside Director.
(Notes) 1. There is no special interest between each candidate for Directors who are Audit and Supervisory Committee
Members and the Company.

- 13 -

2. Of the candidates for Directors who are Audit and Supervisory Committee Members, Akira Ishida and Yoshihiro
Uetani 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 Akira Fujisawa, Akira Ishida, and Yoshihiro Uetani to limit the amount of their liability fordamages 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 theaforementioned agreement with them.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company, withall 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 borneby the Company. If the election of the candidates is approved, those who have been elected will be included as theinsured under this insurance policy. The Company plans to renew the insurance policy with the same details during
their terms of office.

- 14 -

(Reference)
The management structure upon approvals of Proposal No. 3 and Proposal No. 4 (planned)(◎: skills with considerable experience; ○: skills with experience)
Name

Attributes

Audit andNumber ofSupervisory
years inCommittee
officeMember

Masakazu
Fukui,
Representative
Director,
President andCEOYoshitakaIshidaDirector andSeniorManaging
Executive
Officer
Kazuyuki
Arata
Director andSeniorExecutive
Officer
HiromiTerajima
Director andSeniorExecutive
Officer

Corporate
manageInsights inment /
themanageindustry
ment ingeneralFinance /Sales /
accounting
marketing/ tax affairs

Production /Research /procuredevelopIT / digital
ment /
ment /
quality innovation
assurance

26 years

◎

◎

○

○

◎

15 years

◎

◎

○

○

◎

○

◎

○

4 years◎

1 year◎Akira Oze
OutsideDirector

OutsideIndependent

2 years◎

Junko Ikeda
OutsideDirector

OutsideIndependent

1 year◎Akira Fujisawa
Director(Audit andSupervisory
Committee
Member)Riskmanagement /legal
affairs◎◎◎

4 years

○

○

○

○

○

◎

OutsideIndependent●

6 years

Yoshihiro
Uetani
OutsideDirector(Audit andSupervisory
Committee
Member)OutsideIndependent●

3 months◎- 15 -

○

○

◎

○

●

Akira Ishida
OutsideDirector(Audit andSupervisory
Committee
Member)○○◎Proposal No. 5

Election of One Substitute Director Who Is An Audit and Supervisory Committee
MemberIn order to prepare for the case where the number of Directors who are Audit and Supervisory Committee
Members falls below the minimum number provided for by laws and regulations, the Company proposes theelection of one substitute Director who is an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has already given its consent to this proposal.
The candidate for the substitute Director who is an Audit and Supervisory Committee Member is as follow:
Name(Date of birth)

Naohito Bito
(August 6, 1968)
53 years old
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2011

Representative of BITO CPA Office(currently BITO CPA and Tax Consulting
Office) (current position)

June 2015

Outside Director of SANSEI CO., LTD.
(current position)

Jan. 2018

Member (Partner) of Rutland Audit Corp.
(current position)

July 2019

Part-time Auditor of Constec Holdings Co.,
Ltd. (current position)

Number of theCompany’scommon shares
owned

0

Reasons for nomination as the candidate for substitute outside Director who is an Audit and Supervisory
Committee Member and outline of expected roles
Naohito Bito has extensive experience as a certified public accountant and as a certified public tax accountant.
Therefore, the Company expects him to provide professional advice from an independent standpoint based on
his extensive insights and experience, and proposes his election as substitute outside Director who is an Audit
and Supervisory Committee Member. With his insights and experience, the Company judges that he canappropriately fulfill the duties as an outside Director.
(Notes) 1. There is no special interest between the candidate for the substitute Director who is an Audit and Supervisory
Committee Member and the Company.
2. Naohito Bito is a candidate for substitute outside Director.
3. If Naohito Bito assumes office as a Director who is an Audit and Supervisory Committee Member, the Company
plans to designate him as an independent officer as provided for by Tokyo Stock Exchange, Inc.
4. If Naohito Bito assumes office as a Director who is an Audit and Supervisory Committee Member, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into an agreement with
him to limit the amount of his liability for damages under Article 423, paragraph (1) of the same Act, to theminimum 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 an insurance company, withall 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 borneby the Company. If Naohito Bito assumes office as a Director who is an Audit and Supervisory Committee Member,
he will be included as the insured under this insurance policy. The Company plans to renew the insurance policy
with the same details during his term of office.

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