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 5, 2024
To our shareholders:
Masakazu Fukui,
Representative Director, President andCEO

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

Notice of the 64th Annual General Meeting of Shareholders
You are hereby notified that the 64th Annual General Meeting of Shareholders of FUJICCO Co., Ltd. (the“Company”) will be held as described below.
When convening the Meeting, the Company takes measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this informationon the Company’s website. Please access the Company’s website by using the Internet address shown below
to review the information.
The Company’s website:
https://www.fujicco.co.jp/corp/ir/library/generalmeeting.html (in Japanese)
Matters for which measures for providing information in electronic format are to be taken are posted on the
Company’s website above and also the following website. Please access these to review the information.
Website for informational materials for the general meeting of shareholders:
https://d.sokai.jp/2908/teiji/ (in Japanese)
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing,so please review the Reference Documents for General Meeting of Shareholders included in this notice andexercise your voting rights no later than 06:00 p.m. on Tuesday, June 25, 2024 (JST).
1. Date and Time:

Wednesday, June 26, 2024, 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 64th fiscal year (from April 1, 2023 to March
31, 2024)
2. The non-consolidated financial statements for the 64th fiscal year (from April 1,
2023 to March 31, 2024)-1-

Matters to be resolved:
Proposal No. 1 Partial Amendments to the Articles of Incorporation
Proposal No. 2 Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3 Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4 Election of One Substitute Director Who Is An Audit and Supervisory
Committee Member-2-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) To prepare for future diversification of the business, the Company proposes to add businesspurposes to Article 2 (Purpose) of the current Articles of Incorporation.
(2) The Company proposes to amend Article 29 of the current Articles of Incorporation (Minutes of
Meetings of the Board of Directors) to enable the preparation of minutes of meetings of the Boardof Directors using electromagnetic records.
(3) In accordance with the “Guidelines for Corporate Takeovers” announced by the Ministry of
Economy, Trade and Industry on August 31, 2023, in order to change the name of the takeover
defense measures currently introduced by the Company to “takeover response policies,” to matchthe actual situation the Company proposes to change the words “takeover defense” and “takeover
defense measures” in Chapter 8 and Article 47 (Takeover Defense) of the current Articles ofIncorporation to “takeover response” and “takeover response policies” respectively.
(4) The Company also proposes to make other necessary changes, such as correction of errors.
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) to (9)(Omitted)(Newly established)(10) to (19)
(Omitted)

Article 2(Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:(1) to (9)(Unchanged)(10) Fishery and aquaculture(11) to (20)(Unchanged)

Article 29(Minutes of Meetings of the Board of Directors)
Article 29(Minutes of Meetings of the Board of Directors)
The summary of proceedings and results of the meetings of the
The summary of proceedings and results of the meetings of theBoard of Directors and other matters stipulated by laws andBoard of Directors and other matters stipulated by laws andregulations shall be entered or recorded in the minutes, and theregulations shall be entered or recorded in the minutes, and the
directors present at the meeting shall affix their names and seals directors present at the meeting shall affix their signatures orthereto.
names and seals, or their electronic signatures thereto.
Chapter 8
Chapter 8
Takeover Defense
Takeover Response
Article 47(Takeover Defense)
Article 47(Takeover Response)
1. The general meeting of shareholders of the Company may,
1. The general meeting of shareholders of the Company may,pursuant to a proposal by the Board of Directors, pass a
pursuant to a proposal by the Board of Directors, pass a
resolution concerning the introduction, continuation, or
resolution concerning the introduction, continuation, or
modification of takeover response policies (those stipulating
modification of takeover defense measures (those stipulating
the provision of information, consideration, andthe provision of information, consideration, andrequirements for countermeasures with respect to a largerequirements for countermeasures with respect to a largescale purchases of shares issued by the Company; the same
scale purchases of shares issued by the Company; the same
shall apply hereinafter in this Article).
shall apply hereinafter in this Article).
2. The general meeting of shareholders of the Company may
2. The general meeting of shareholders of the Company may
pass a resolution concerning the abolition of the takeoverpass a resolution concerning the abolition of the takeover
defense measures resolved in the preceding paragraph.
response policies resolved in the preceding paragraph.

-3-

Current Articles of Incorporation
3. The resolutions set forth in the preceding paragraphs shallbe passed by a resolution as provided in Article 309,
paragraph (1) of the Companies Act (a resolution passed bya majority of the votes of the shareholders present at themeeting where the shareholders holding a majority of thevotes of the shareholders who are entitled to vote arepresent), without applying Article 17, paragraph (1) of the
Articles of Incorporation.
4. The Company may, whenever the Board of Directors deems
it necessary, abolish takeover defense measures by aresolution of the Board of Directors as provided in Article
27 of the Articles of Incorporation.
5. The effective period of the takeover defense measures shall
expire at the conclusion of the ordinary general meeting ofshareholders relating to the last fiscal year terminating
within three (3) years after the resolution set forth inparagraph (1) of this Article.

-4-

Proposed Amendments
3. The resolutions set forth in the preceding paragraphs shallbe passed by a resolution as provided in Article 309,
paragraph (1) of the Companies Act (a resolution passed bya majority of the votes of the shareholders present at themeeting where the shareholders holding a majority of thevotes of the shareholders who are entitled to vote arepresent), without applying Article 16, paragraph (1) of the
Articles of Incorporation.
4. The Company may, whenever the Board of Directors deems
it necessary, abolish takeover response policies by aresolution of the Board of Directors as provided in Article
26 of the Articles of Incorporation.
5. The effective period of the takeover response policies shall
expire at the conclusion of the ordinary general meeting ofshareholders relating to the last fiscal year terminating
within three (3) years after the resolution set forth inparagraph (1) of this Article.

Proposal No. 2

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 six Directors (excluding Directors who are Audit
and Supervisory Committee Members) will expire. Accordingly, the Company proposes the election of 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
61 years old

Reelection

Representative Director, President and CEO

100%(13/13)

2

Yoshitaka Ishida
63 years old

Reelection

Director and Senior Managing Executive
Officer100%(13/13)3

Kazuyuki Arata
60 years old

Reelection

Director and Senior Executive Officer

100%(13/13)

4

Hiromi Terajima
59 years old

Reelection

Director and Senior Executive Officer

100%(13/13)

5

Akira Oze
77 years old

Outside Director

100%(13/13)

Outside Director

100%(13/13)

6

Junko Ikeda
73 years old

Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection Candidate for Director to be reelected
Outside Candidate for outside Director
Independent Independent officer(Reference) Composition of the Board of Directors
If Proposals No. 2 and No. 3 are approved as proposed, the composition of the Board of Directors will be as
described below.

-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)
61 years oldJune 1996

DirectorReelection

June 2004

Representative Director and President (CEO)Attendance at Board of
Directors meetings:
100% (13/13)

June 2021

Representative Director, President and CEO(current position)

June 2000

Managing Director

June 2002

Senior Managing Director

Number of theCompany’scommon shares
owned

871,863

Number of years in office asa Director:
28 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)
63 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% (13/13)
Number of years in office asa Director:
17 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.

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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)
60 years old

Apr. 2015

Executive Officer

Reelection
Attendance at Board of
Directors meetings:
100% (13/13)

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:
6 years
Reasons for nomination as candidate for Director
Kazuyuki Arata has served in important roles in the sales division, the marketing division and the production
division. The Company therefore judges that he is capable of demonstrating his extensive experience and indepth insights related to the food industry in the Group’s management, and accordingly proposes his reelection
as a Director.

-7-

Candidate
no.

Name
(Date of birth)

Hiromi Terajima(November 24, 1964)
59 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987

Joined the Company

Apr. 2016

Executive Officer

Apr. 2021

Senior Executive Officer

June 2021

Director and Senior Executive Officer(current position)

Apr. 2023

General Manager of Corporate Human
Resource Division and in charge of
Innovation (current position)

Reelection

4

Attendance at Board of
Directors meetings:
100% (13/13)

Number of theCompany’scommon shares
owned

3,500

Number of years in office asa Director:
3 years
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 proposes her reelection as a Director.
Apr. 2002
Akira Oze
(March 17, 1947)
77 years old

5

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

Apr. 2009

Representative Director & Chairman

Reelection
OutsideIndependent

June 2014

Director & Senior Advisor

Attendance at Board of
Directors meetings:
100% (13/13)
Number of years in office asa Director:
4 years

June 2015

ChairmanJune 2016

Chairman of Japan Food Industry
Association

June 2020

Outside Director of the Company (current
position)

Apr. 2023

Senior Advisor of House Foods Group Inc.
(current position)

2,000

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.

6

Name
(Date of birth)

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

Managing Director of PRAP Japan, Inc.

Junko Ikeda(April 9, 1951)
73 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)

Number of theCompany’scommon shares
owned

0

Attendance at Board of
Directors meetings:
100% (13/13)
Number of years in office asa Director:
3 years
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 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.
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.

-9-

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the term of office for all three Directors who are Audit and Supervisory
Committee Members will expire. 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)

Mitsuhiko Kuratani(November 2, 1964)
59 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

Joined the Company

Apr. 2016

General Manager of Accounting Department

Number of theCompany’scommon shares
owned

New election
Attendance at Board of
Directors meetings:
―
1

1,200

Attendance at Audit andSupervisory Committee
meetings:―
Number of years in office asa Director:―
Reasons for nomination as candidate for Director
Judging that Mitsuhiko Kuratani has extensive experience in the accounting division since joining theCompany, and the necessary capabilities to carry out appropriate supervision of the Group’s management, theCompany accordingly proposes his election as a Director who is an Audit and Supervisory Committee Member.
Apr. 1983
Yoshihiro Uetani(December 18, 1954)
69 years old

2

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

Apr. 2000

Vice President of Hyogo Bar Association

Reelection
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:
100% (13/13)

Apr. 2022

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

Apr. 2022

Director of Social Medical Corporation
Aishinkan (current position)

June 2022

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

May 2023

Director of Shinyukai Medical Co., Ltd.
(current position)

Attendance at Audit andSupervisory Committee
meetings:
100% (14/14)
Number of years in office asa Director:
2 years and 3 months0

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 and has been providing opinions
rich in suggestions on corporate sustainability initiatives. The Company expects him to continue providing
professional advice from an independent standpoint based on his extensive insights and experience, andproposes 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.

- 10 -

Candidate
no.

Name
(Date of birth)

Satoshi Nakayama(September 2, 1962)
61 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Aug. 1991

Registered as a certified public accountant

June 2007

Partner of Tohmatsu & Co. (currently
Deloitte Touche Tohmatsu LLC)

Jul. 2020

Founding Partner of Satoshi Nakayama
Certified Public Accountant’ Office (current
position)Founding Managing Partner of Kyorisshi
Audit Corporation (current position)

Mar. 2023

Outside Corporate Auditor of Daitron Co.,
Ltd. (current position)

New election
OutsideIndependent
Attendance at Board of
Directors meetings:―
3

Number of theCompany’scommon shares
owned

0

Attendance at Audit andSupervisory Committee
meetings:―
Number of years in office asa Director:―
Reasons for nomination as candidate for outside Director and outline of expected roles
Satoshi Nakayama has extensive expertise and experience as a certified public accountant. Therefore, theCompany expects him to provide professional advice from an independent standpoint based on his extensive
insights and experience, 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 theduties 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.
2. Of the candidates for Directors who are Audit and Supervisory Committee Members, Yoshihiro Uetani and Satoshi
Nakayama are candidates for outside Directors as defined in Article 2, paragraph (3), item (vii) of the Ordinancefor 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 Yoshihiro Uetani to limit the amount of his 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
his reelection is approved, the Company plans to continue the aforementioned agreement with him. If the electionof Mitsuhiko Kuratani and Satoshi Nakayama is approved, the Company plans to enter into the same limited
liability 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.

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(Reference)
The management structure upon approvals of Proposal No. 2 and Proposal No. 3(◎: skills with considerable experience; ○: skills with experience)
Numberof years
in officeCorporate
management /management ingeneralInsights
in theindustry

Riskmanagement /legal
affairs

Masakazu
Fukui
Representative
Director,
President andCEO

28 years

◎

◎

○

○

◎

YoshitakaIshidaDirector andSeniorManaging
Executive
Officer

17 years

◎

◎

○

○

◎

○

Kazuyuki Arata
Director andSeniorExecutive
Officer

6 years◎◎○

HiromiTerajima
Director andSeniorExecutive
Officer

3 years◎

Name

Attributes

Akira Oze
OutsideDirector

OutsideIndependent

4 years◎

Junko Ikeda
OutsideDirector

OutsideIndependent

3 years◎

Mitsuhiko
Kuratani
Director(Full-Time
Audit andSupervisory
Committee
Member)Finance /accountSales /ing / tax marketing
affairs○◎

Production /Research /procure- development /ment /
quality innovation
assurance○

IT /digital

○

○

◎

○

◎

◎

○

◎

◎

―

Yoshihiro
Uetani
OutsideDirector(Audit andSupervisory
Committee
Member)OutsideIndependent

2 yearsand3 months◎

SatoshiNakayama
OutsideDirector(Audit andSupervisory
Committee
Member)OutsideIndependent―○- 12 -◎○○

Proposal No. 4

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
the election of one substitute Director who is an Audit and Supervisory Committee Member. The valid termof an election resolution based on this proposal shall expire at the start of the annual general meeting ofshareholders for the last business year out of the business years terminating within two years after such
resolution.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for the substitute Director who is an Audit and Supervisory Committee Member is as follow:
Candidateno.

Name(Date of birth)

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

Naohito Bito
(August 6, 1968)
55 years old
OutsideIndependent
1

June 2015
Jan. 2018
July 2019

Number of theCompany’scommon shares
owned

Representative of BITO CPA Office(currently BITO CPA and Tax Consulting
Office) (current position)
Outside Director of SANSEI CO., LTD.
(current position)
Member (Partner) of Rutland Audit Corp.
(current position)0Part-time Auditor of Constec Holdings Co.,
Ltd. (current position)

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.

- 13 -