This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 2874
December 5, 2023
(Date of commencement of measures for electronic provision: November 30, 2023)
To Shareholders with Voting Rights:
Hiroyuki Matsubara
President and Representative
Director
Yokorei Co., Ltd.
Main Branch: 5-35 Daikoku-cho,
Tsurumi-ku, Yokohama
Head Office: 10th Floor,
YOKOHAMA CONNECT
SQUARE
3-3-3 Minato Mirai, Nishi-ku,
Yokohama

NOTICE OF
THE 76th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 76th Annual General Meeting of Shareholders of Yokorei Co., Ltd. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision, and posted matters subject to measures for electronic provision on the following website on theInternet as “NOTICE OF THE 76th ANNUAL GENERAL MEETING OF SHAREHOLDERS” and“OTHER MATTERS SUBJECT TO MEASURES FOR ELECTRONIC PROVISION FOR THE 76th
ANNUAL GENERAL MEETING OF SHAREHOLDERS (MATTERS OMITTED FROM PAPER
COPIES DELIVERED).”The Company website:
https://www.yokorei.co.jp/en/ir/stock/shareholders/
In addition to the above, we also post the matters subject to measures for electronic provision on thewebsite of the Tokyo Stock Exchange, Inc. (TSE). Please access the website below, do a search by entering“Yokorei” in the “Issue name (company name)” field or “2874” in the “Code” field, and select “Basic
information” and then “Documents for public inspection/PR information” to review the information.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting in person, please exercise your voting rights in advance inwriting or via the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders presented in thematters subject to measures for electronic provision and exercise your rights by 5:30 p.m. on
Thursday, December 21, 2023, Japan time.

-1-1. Date and Time:

Friday, December 22, 2023 at 10:00 a.m. Japan time

2. Place:

Room Nichirin, 5th Floor, Yokohama Bay Sheraton Hotel & Towers
1-3-23 Kitasaiwai, Nishi-Ku, Yokohama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 76th Fiscal Year (October 1, 2022 - September 30, 2023)
and results of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 76th Fiscal
Year (October 1, 2022 - September 30, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:-2-

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

Appropriation of Surplus

The basic policy of the Company is to emphasize the return of profits to shareholders and to continue to
conduct stable dividends. Concerning the year-end dividend for the 76th fiscal year and other appropriationof surplus, taking into account the business results for the fiscal year under review, the future outlook forbusiness, and other factors, the Company proposes the following.
1. Matters related to year-end dividend(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and total amount thereof¥12.50 per share of the Company’s common stock
Breakdown Ordinary dividend:¥11.50Commemorative dividend: ¥1.00
Total: ¥737,933,525(3) Effective date of distribution of surplus
December 25, 2023
2. Other matters related to appropriation of surplus(1) Item of surplus to be decreased and amount thereof
Retained earnings brought forward:¥1,400,000,000(2) Item of surplus to be increased and amount thereof
General reserve:¥1,400,000,000-3-Proposal 2:

Election of Twelve (12) Directors

As the terms of office of all twelve (12) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders, the Company proposes the election of twelve (12) Directors, including four (4)Outside Directors. Candidates for Director were selected based on a report by the Nominating andRemuneration Advisory Committee, the majority of whose members are Independent Outside Directors.
The candidates for Director are as follows.

No.

Name

Current positions at the Company

Attendanceat theBoard ofDirectors
meetings
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)

1

Toshio Yoshikawa[Reappointment]

Chairman and Representative Director

2

Kenji Furuse[Reappointment]

Director

3

Koji Ochi[Reappointment]

Managing Director

4

Naotaka Yoshikawa[Reappointment]

Director

5

Hiroshi Okada[Reappointment]

Director

6

Hiroto Ikeda[New appointment] Corporate Ofﬁcer―

7

Yoshiaki Hoshino [New appointment] Corporate Ofﬁcer―

8

Satoshi Yoshida―

9Mototsugu Sakai

10

Yosuke Horiai

11

Mitsuhiro Honda

12

Yoriko Sakamoto[New appointment] Corporate Ofﬁcer[Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Director

13/13(100%)

Director

13/13(100%)

Director

13/13(100%)

Director

13/13(100%)

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
Director; Manager of Sapporo Sales Office, theCompany
Toshio Yoshikawa
Managing Director; General Manager of General
December
1996(November 2, 1944)
183,338
Affairs Dept., the Company
December 2003 President and Representative Director, the[Reappointment]
Company
December 2015 Chairman and Representative Director, theCompany (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Director]
Since being appointed President and Representative Director in December 2003, Mr. Toshio Yoshikawa has
demonstrated leadership with clear foresight at the center of management, while raising corporate value for theGroup as a whole. He assumed the office of Chairman and Representative Director of the Company inDecember 2015, and his abundant experience and extensive knowledge based on the principle of the hands-on
approach are deemed essential to the sustainable enhancement of the Group’s corporate value and for thisreason, the Company renominates him as a candidate for Director.
Joined the Company
April 1986
Manager of Sasebo Sales Office, the Company
October 2001
July 2015
General Manager of Kyushu Group and General
Manager of Kyushu Sales Dept., the Company
December 2015 Corporate Officer; General Manager of Kyushu
Group, the Company
Corporate Officer; General Manager of Internal
September
2018
Kenji Furuse
Audit Dept., the Company(September 14, 1962) December 2019 Director; General Manager of Domestic Production
26,042
Area Sales Group, the Company[Reappointment]
October 2021
Director; Chief of Corporate Management Sector
and General Manager of AEO Management
Section, the Company
May 2023
Director; Chief of Corporate Management Sector
and General Manager of Public Relations and IR
Dept.; Responsible for Climate-Affairs; Vice Chairof Medium-Term Management Plan Promotion
Committee, the Company (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Kenji Furuse has mainly worked in the Food Sales Business Sector. He served
as General Manager of Kyushu Group and General Manager of the Internal Audit Department among other key
positions, and assumed the office of Director in December 2019. He has been demonstrating outstanding
management capabilities as Chief of Corporate Management Sector since October 2021 by, for example,
leading efforts to strengthen the Company’s compliance system and promoting sustainability management. His
abundant experience and in-depth knowledge are deemed essential to the sustainable enhancement of theGroup’s corporate value and for this reason, the Company renominates him as a candidate for Director.
April 1968
December 1992

1

2

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
Corporate Officer, the Company; Managing
Director, Alliance Seafoods Inc. (seconded)
December 2011 Director, the Company; Executive Vice President
and Director, Alliance Seafoods Inc. (seconded)
October 2016
Director; General Manager of Keihin Block, theCompany
Koji Ochi
April 2017
Director; Deputy Chief of Corporate Management
Sector and General Manager of General Affairs &(August 6, 1961)
41,193
Human Resources Dept.; Responsible for Internal
Control, Compliance, and Affiliated Companies[Reappointment]
Management, the Company
April 2019
Director; Chief of Corporate Management Sector;
Responsible for Affiliated Companies
Management, the Company
December 2019 Director; Chief of Food Sales Business Sector, theCompany
December 2021 Managing Director; Chief of Food Sales Business
Sector, the Company (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Director]
Mr. Koji Ochi has held key positions in the management of a Group company and individual business sectors.
Since December 2021, he has contributed to the Group’s development by leading operational reforms mainly of
the Food Sales Business Sector as Managing Director. He is well versed in corporate management in generaland his diverse experience and knowledge are deemed essential to the sustainable enhancement of the Group’s
corporate value and for this reason, the Company renominates him as a candidate for Director.
April 1984
December 20093

Number ofshares of theCompany held

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
General Manager of Yokohama Logistics Center,
the Company
December 2017 Corporate Officer; General Manager of General
Affairs & Human Resources Dept., the Company
December 2019 Director; General Manager of General Affairs &Human Resources Dept. and General Manager of
Investment Dept., the Company
Naotaka Yoshikawa May 2020
Director; General Manager of Investment Dept. andGeneral Manager of Overseas Business Dept., the(September 11, 1974)
23,021Company
Director; Deputy Chief of Food Sales Business
October 2021
[Reappointment]
Sector, General Manager of Business Planning
Dept., and General Manager of Consumption Area
Sales Business Dept., the Company
April 2022
Director; Deputy Chief of Food Sales Business
Sector, Chief of Sales Business Strategy Sector,
General Manager of Overseas and Consumption
Area Sales Group, and General Manager ofConsumption Area Sales Business Dept., theCompany (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Director]
After gaining operational experience in the Cold Logistics Business Sector and holding positions including
General Manager of the General Affairs & Human Resources Department and General Manager of the Overseas
Business Department, Mr. Naotaka Yoshikawa has contributed to the Company’s development by strongly
promoting organizational revitalization and operational reforms in the Food Sales Business Sector. The
abundant experience and broad knowledge he has accumulated to date are deemed essential to the sustainableenhancement of the Group’s corporate value and for this reason, the Company renominates him as a candidate
for Director.
Joined the Company
April 1996
General Manager of Nagoya Logistics Center, theApril 2011
Company
Hiroshi Okada
December 2017 Corporate Officer; General Manager of Keihin
Block and Chair of Tokyo Haneda Logistics Center(January 12, 1972)
18,848Preparation Committee, the Company
December 2019 Director; Responsible for Norway Business, the[Reappointment]
Company
May 2020
Director; General Manager of Overseas Strategy
Section, the Company (stationed in Norway) (topresent)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Director]
Mr. Hiroshi Okada is well versed in operations overall due to his many years of operational experience in theCold Logistics Business Sector. After holding key positions in the Cold Logistics Business Sector, he became
responsible for the Norway business and has been strongly promoting overseas strategies of the Company. The
abundant operational experience and global insight he has accumulated to date are deemed essential to thesustainable growth and enhancement of corporate value of the Group and for this reason, the Company
renominates him as a candidate for Director.
July 1998
April 2011

4

5

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
General Manager of Tosu Plant, the Company
Corporate Officer; General Manager of Hanshin,
Chukyo, and Tokai Blocks and General Manager
of Hokko Logistics Center, the Company
December 2015 Director; General Manager of Kanto Block and
Hiroto Ikeda
Chair of Satte Logistics Center Preparation
Committee, the Company(February 14, 1961)
December 2017 Senior Counselor; Assistant to General Manager ofNagasaki Refrigeration Plant, the Company[New appointment]
December 2019 Corporate Officer; General Manager of Kyushu
Block, the Company
March 2023
Corporate Officer; General Manager of Domestic
Production Area Sales Group, and General
Manager of Eastern Japan Business Dept.,
Responsible for Facilitation of Eastern Japan
Business, the Company (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] ―Number ofshares of theCompany held

September 1983
October 2002
December 20116

7

16,900[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Hiroto Ikeda has mainly worked in the Cold Logistics Business Sector, andheld positions including General Manager of various blocks. Since March 2023, he has been leading efforts tostrengthen the organizational strength of the Domestic Production Area Sales Group of the sales sector from a
new perspective and with vitality, as General Manager of the Domestic Production Area Sales Group. The
abundant operational experience and broad insight he has accumulated to date are deemed essential to thesustainable growth and enhancement of corporate value of the Group and for this reason, the Company
nominates him as a candidate for Director.
Joined the Company
April 1985
January 2009
General Manager of General Affairs Dept., theCompany
November 2014 General Manager of Yamanouchi Logistics Center,
Yoshiaki Hoshino
the Company
General Manager of Meat Business Dept., the
July
2015
(March 22, 1962)
10,989Company
April 2016
Diamond Tokachi Co., Ltd (seconded); Director[New appointment]
and Vice President of Diamond Tokachi Co., Ltd
December 2019 Corporate Officer, the Company; Diamond
Tokachi Co., Ltd (seconded); Director and Vice
President of Diamond Tokachi Co., Ltd (topresent)[Attendance at the Board of Directors meetings (fiscal year under review)] ―[Reason for nomination as candidate for Director]
Mr. Yoshiaki Hoshino held key positions including General Manager of the General Affairs Department, andassumed the office of Corporate Officer in December 2019. As Vice President of Diamond Tokachi Co., Ltd, hehas been significantly contributing to the expansion of the sales base of the agricultural products business of theCompany. The abundant operational experience and broad insight he has accumulated to date are deemed
essential to the sustainable growth and enhancement of corporate value of the Group and for this reason, theCompany nominates him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)
April 2019

Satoshi Yoshida(September 4, 1963)

0Corporate Officer; General Manager of General
Affairs & Human Resources Dept., the Company(to present)[Attendance at the Board of Directors meetings (fiscal year under review)] ―[New appointment]

8

April 2022

Chief Manager; General Manager of Kanagawa
Sales Bureau of The Dai-ichi Life Insurance
Company, Limited
Joined the Company

Number ofshares of theCompany held

December 2022

[Reason for nomination as candidate for Director]
Mr. Satoshi Yoshida currently supervises operations related to general affairs and personnel affairs, and is
promoting the Company’s work style reforms and human capital management by spearheading theestablishment and operation of a new personnel system with his leadership. His abundant operational
experience and broad insight, including those from his previous work, are deemed essential to the sustainableenhancement of the Group’s corporate value and for this reason, the Company nominates him as a candidate for
Director.
July 2005
General Manager of Compliance and Operations
Audit Dept., Main Office, National Federation ofAgricultural Cooperative Associations
Mototsugu Sakai
Auditor; General Manager of Auditing Office,January 2006
(February 1, 1953)
National Federation of Agricultural Cooperative
Associations
5,988
Full-time Auditor, Z-BS INC.
October 2008
[Reappointment]
June 2014
Resigned as Full-time Auditor, Z-BS INC.
[Outside][Independent]
December 2015 Director, the Company (to present)
9

May 2022

Vice Chairman, Certified Management Support
NPO Club (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Outside Director]
Mr. Mototsugu Sakai has a wealth of experience and extensive insight obtained by holding key positions in the
National Federation of Agricultural Cooperative Associations, and based on the forgoing, he monitors andprovides advice on management in general with objectivity and fairness. The Company believes that he willcontinue to share useful opinions on the Company’s management in general and renominates him as a candidate
for Outside Director. Mr. Sakai satisfies the Standards of Independence for Outside Officers set out by theCompany.

-9-

No.

Name
(Date of birth)
Yosuke Horiai(December 24, 1953)[Reappointment][Outside][Independent]

1011Career summary, positions, responsibilities(Significant concurrent positions)
October 1980
July 1988
March 1989
December 2020

Joined Shinko Audit Corporation
Transferred to Showa Ota & Co.
Established Horiai Accounting Office (to present)
Director, the Company (to present)

Number ofshares of theCompany held

1,703

[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Outside Director]
Mr. Yosuke Horiai has a wealth of experience as a certified public accountant and ample knowledge about
corporate financial affairs. Based on the foregoing, he monitors and provides advice regarding management ingeneral with objectivity and fairness as an expert in finance and accounting. The Company believes that he willcontinue to share useful opinions on the Company’s management in general and renominates him as a candidate
for Outside Director. Mr. Horiai satisfies the Standards of Independence for Outside Officers set out by theCompany.
April 1984
Joined the National Tax Agency
July 2010
Assistant Regional Commissioner, Takamatsu
Regional Taxation Bureau
July 2012
Professor, Degree Programs in Business Sciences,
Graduate School of Business Sciences, Humanities
and Social Sciences, University of Tsukuba (topresent)
Mitsuhiro Honda
International Tax Advisor, TOMA Tax
May
2013(July 7, 1961)
Accountants Corporation (to present)
March 2016
Outside Audit & Supervisory Board Member,
1,151[Reappointment]
Roland DG Corporation (to present)[Outside]
April 2017
Member of Research Grants Selection[Independent]
Committee, The Institute of Tax Research andLiterature (to present)
June 2018
Outside Adult & Supervisory Board Member,
YUASA TRADING CO., LTD. (to present)
June 2021
Tax Advisor, Grant Thornton Yamada & Partners(to present)
December 2021 Director, the Company (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Outside Director]
Mr. Mitsuhiro Honda has held key positions in taxation affairs at the National Tax Agency and is currently
active as a professor at the University of Tsukuba Graduate School and in other positions. Based on his wealthof experience and broad insight, he monitors and provides advice on management in general with objectivity
and fairness. The Company believes that he will continue to share useful opinions on the Company’s
management in general and renominates him as a candidate for Outside Director. Mr. Honda satisfies theStandards of Independence for Outside Officers set out by the Company.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)
April 1995

Yoriko Sakamoto(November 24, 1971)[Reappointment][Outside][Independent]
12

September 2011
December 2012
June 2016
April 2018
June 2021
December 2021

Appointed to Arakawa Ward Daiichi Nippori
Elementary School, Tokyo
Passed the National Bar Examination
Joined Rokuta Law Office (currently RokutaSakamoto Law Office) (to present)
Outside Audit & Supervisory Committee Member,
Watahan & Co., Ltd.
Member, Conciliation Committee, Tokyo Family
Court (to present)
Outside Member of the Board of Directors,
Watahan & Co., Ltd. (to present)
Director, the Company (to present)

Number ofshares of theCompany held

605

[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)[Reason for nomination as candidate for Outside Director]
Ms. Yoriko Sakamoto has a proven track record as an educator, and leveraging her extensive insight andexperience as an attorney, she monitors and provides advice on management in general with objectivity andfairness. The Company believes that she will continue to share useful opinions on the Company’s managementin general and renominates her as a candidate for Outside Director. Ms. Sakamoto satisfies the Standards ofIndependence for Outside Officers set out by the Company.

- 11 -

Notes: 1. There is no special interest between the candidates and the Company.
2. Messrs. Mototsugu Sakai, Yosuke Horiai and Mitsuhiro Honda, and Ms. Yoriko Sakamoto are
candidates for Outside Director.
3. Mr. Mototsugu Sakai is currently an Outside Director of the Company. His term of office as
Outside Director will be eight (8) years at the conclusion of this General Meeting of
Shareholders.
Mr. Yosuke Horiai is currently an Outside Director of the Company. His term of office as
Outside Director will be three (3) years at the conclusion of this General Meeting of
Shareholders.
Mr. Mitsuhiro Honda is currently an Outside Director of the Company. His term of office as
Outside Director will be two (2) years at the conclusion of this General Meeting of
Shareholders.
Ms. Yoriko Sakamoto is currently an Outside Director of the Company. Her term of office as
Outside Director will be two (2) years at the conclusion of this General Meeting of
Shareholders.
4. The Company has registered Messrs. Mototsugu Sakai, Yosuke Horiai, Mitsuhiro Honda and
Ms. Yoriko Sakamoto, candidates for Outside Director, as Independent Officers as stipulatedby the Tokyo Stock Exchange. Should the reappointment of these candidates be approved, theCompany intends to reappoint them as Independent Officers.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with candidates for Outside Director, Messrs. Mototsugu Sakai, Yosuke Horiai,
Mitsuhiro Honda and Ms. Yoriko Sakamoto, to limit their liability for damages as set forth in
Article 423, Paragraph 1 of the Companies Act to the amount set forth in Article 425, Paragraph
1 of the Act. Should these candidates be re-elected and assume the office of Director, theCompany intends to continue with this agreement.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This
insurance policy shall cover any damages that may arise due to the insured assuming liability
for the execution of their duties or receiving a claim for the pursuit of such liability. The insured
under this insurance policy are the Company’s principal executive persons, including Directors(including non-executive Directors), Audit & Supervisory Board Members, and Corporate
Officers, and the insurance premiums for all insured are paid in full by the Company. Should
the twelve (12) candidates for Director be elected and assume the office of Director, each of
the Directors shall be included among the insured under this insurance policy.
7. The number of shares of the Company held by each of the candidates for Director are as of
September 30, 2023. They include shares held through the Company’s Officers Shareholding
Association.

- 12 -

<Reference> Skills Matrix for Directors and Audit & Supervisory Board Members After this General
Meeting of Shareholders (to be confirmed)
The Company has prepared a skills matrix listing the balance of expertise, experience, abilities, etc. of
Directors and Audit & Supervisory Board Members.
The list below shows main skills that each Director or Audit & Supervisory Board Member possesses but
does not represent all the knowledge possessed by them.
SkillsPosition

Name

Corporate
Management

Legal/
Internal Control

Risk
Management

Personnel/
Human Resources

Finance &Accounting/Tax Affairs

Cold Logistics
Business

Food Sales
Business

Overseas
Business

Chairman and
Director
President andRepresentative
Director

ToshioYoshikawaInternal

○

○

○

○

○

○

○

○

Kenji Furuse

Internal

○

○

○

○

○

Managing Director

Koji Ochi

Internal

○

○

○

○

○

Managing Director

Naotaka
YoshikawaInternal

○

○

○

○

Director

Hiroshi Okada InternalInternal/
Outside○○○Director

Hiroto Ikeda

Internal

Director

Yoshiaki
HoshinoInternal○

Director

Satoshi Yoshida Internal○

Director

Mototsugu
Sakai○

Director

Yosuke Horiai Outside

Director
DirectorStanding Audit &Supervisory Board
MemberStanding Audit &Supervisory Board
MemberAudit & Supervisory
Board Member
Audit & Supervisory
Board Member

Mitsuhiro
Honda
YorikoSakamoto
Keizou Inoue

Outside○○○Outside○○Shuzo Hayashi Outside○

Eizo Tanahashi Outside

○

Hisao
Munakata○○○

Outside- 13 -○○○○

OutsideOutside○<Reference> Standards of Independence for Outside Officers
The Company will consider an Outside Director, Outside Audit & Supervisory Board Member, andcandidate for Outside Director and Outside Audit & Supervisory Board Member to be independentwhen it determines that none of the following items apply to the individual.
1. A Related Party of the GroupThe individual is a business executive of the Company and its consolidated subsidiaries (“theGroup”).
2. A Related Party of a Business Partner(1) The individual is a business partner or the business executive of a business partner of which
the Group accounts for at least 2% of the business partner’s prior fiscal year consolidated
net sales, or a business partner that accounts for at least 2% of the Group’s consolidated net
sales.
(2) The individual is affiliated with or the business executive of a major lender to the Group
which loaned the Group an amount that is 2% or more of the Group’s consolidated total
assets as of the prior fiscal year end.
3. A Provider of Professional Services(1) The individual receives annual remuneration of 10 million yen or more other than officer
remuneration from the Group as a lawyer, certified public accountant, tax accountant,architect, or other professional involved in management, finance, technology, or marketing.
(2) The individual is a certified public accountant affiliated with an audit firm that is anaccounting auditor for the Group.
4. A Recipient of a Donation or a Grant
The individual is the Director or other business executive of an organization to which the Groupmakes annual donations or grants of 10 million yen or more.
5. A Related Party of a Holder of Voting Rights(1) The individual is a shareholder or a business executive of a shareholder who holds 10% ormore of the voting rights of the Company.
(2) The individual is a business executive of a company of which the Group holds 10% or moreof the voting rights.
6. An Individual with Previous Applicability
Any of 1. through 5. applied to the individual at any time during the past three years.
7. A Close Relative
The individual is the spouse or a relative within the second degree of kinship of a person
described in 1. through 6. above (excludes persons of no importance).
8. Notwithstanding the provisions of the preceding items, an individual for whom special reasons
are recognized that may give rise to a conflict of interest with the Group.

- 14 -

<Reference> Cross-shareholdings
1.

2.

Policy concerning cross-shareholdings
The Company holds shares on a cross-shareholding basis only in cases where it has been
determined that cross-shareholdings would contribute to sustainable growth and improvement of
medium- to long-term corporate value of the Group through maintenance, strengthening, etc. ofthe transaction relationships.
Verification of the rationality of cross-shareholdings
The Company specifically examines cross-shareholdings, considering whether the benefits andrisks associated with the holdings are commensurate with the capital cost on a periodic basis, andthe Board of Directors verifies the medium- to long-term economic rationality and future outlook.
The Company intends to sell shares it holds, for which the strategic significance has diminished,in stages. Investment securities amounted to 42,264 million yen (including unlisted shares),accounting for a high proportion of the net assets of 87,334 million yen at the end of the current
fiscal year. However, of this amount, 32,632 million yen (including unlisted shares) are shares ofimportant overseas business partners in the Food Sales Business held for strategic purposes.

- 15 -