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
November 30, 2021
To Shareholders with Voting Rights:
Hiroyuki Matsubara
President and Representative
Director
Yokohama Reito Co., Ltd.
Main Branch: 5-35 Daikoku-cho,
Tsurumi-ku, Yokohama
Head Office: 7th Floor, Minato
Mirai Grand Central Tower,
4-6-2 Minato Mirai, Nishi-ku,
Yokohama

NOTICE OF
THE 74th 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 74th Annual General Meeting of Shareholders of Yokohama Reito Co.,
Ltd. (the “Company”) will be held as described below.
To prevent the spread of COVID-19, shareholders are requested to refrain as far as possible from
attending the meeting in person on the day, regardless of their health condition, and to exercise theirvoting rights in advance in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your rights by 5:30 p.m. on Tuesday, December 21, 2021, Japan time.
1. Date and Time:

Wednesday, December 22, 2021 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 74th Fiscal Year (October 1, 2020 - September 30, 2021)
and results of audits by the Accounting Auditor and the Board ofAuditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 74th Fiscal
Year (October 1, 2020 - September 30, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Twelve (12) Directors
Proposal 3:
Revision of Amount of Remuneration for Directors
Proposal 4:-1-

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 74th 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¥11.50 per share of the Company’s common stock
Total: ¥679,140,079(3) Effective date of distribution of surplus
December 23, 2021
2. Other matters related to appropriation of surplus(1) Item of surplus to be decreased and amount thereof
Retained earnings brought forward:¥1,100,000,000(2) Item of surplus to be increased and amount thereof
General reserve:¥1,100,000,000-2-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) Change of trade name in English
The English trade name will be changed to match the nominal name of the Company inJapanese for the purposes of overseas business expansion and dealing with overseas investors.
(2) Addition of business purpose
Taking into account future business expansion, etc., aquaculture and ice-making businesses
will be added to the business purpose and the order of the listed items will be amended to thecurrent order based on the scale and nature of business segments.
(3) Introduction of measures for the electronic provision of Reference Documents for the General
Meeting of Shareholders, etc.
Because the amended provisions in the proviso to Article 1 of the Supplementary Provisions
to the Act Partially Amending the Companies Act (Act No.70 of 2019) will take effect in 2022,
to prepare for the introduction of a system for the electronic provision of documents for the
General Meeting of Shareholders, etc., the Company’s Articles of Incorporations will beamended as follows.
1) The proposed amended Article 15 will stipulate that measures will be taken for the electronic
provision of information, namely the contents of Reference Documents for the General
Meeting of Shareholders, etc.
In addition, it will set forth provisions for limiting the scope of items to be included in paper
copies of documents delivered to shareholders who have made a request for delivery ofmaterials in paper form.
2) The provision for the Internet-based disclosure of Reference Documents for the General
Meeting of Shareholders, etc. and deemed provision (current Article 15 of the Articles ofIncorporation) will no longer be required and will be deleted.
3) Accompanying the new establishment and deletion of provisions as described above, asupplementary provision concerning the enforcement date and other matters will be set forth.

-3-

2. The details of the amendments are as follows.
Current Articles of Incorporation
Chapter I General Provisions
Article 1 (Trade Name)
The name of the Company shall be
Yokohama Reito Kabushiki Kaisha.
It shall be written in English as
YOKOHAMA REITO CO., LTD.

(Amendments are underlined.)
Proposed Amendment
Chapter I General Provisions
Article 1 (Trade Name)
The name of the Company shall be
Yokohama Reito Kabushiki Kaisha.
It shall be written in English as
YOKOREI CO., LTD.

Article 2 (Purpose)
The purpose of the Company shallbe to operate the following
businesses.
1. Refrigerated and ordinary
warehousing
2. Processing, sale, andimport/export of marine products
3. Processing, sale, andimport/export of agricultural andlivestock products
4. Real estate leasing(Newly established)(Newly established)
5. Customs clearance

Article 2 (Purpose)
The purpose of the Company shallbe to operate the following
businesses.
1. Refrigerated and ordinary
warehousing
2. Processing, sale, andimport/export of marine products
3. Processing, sale, andimport/export of agricultural andlivestock products
4. Customs clearance
5. Aquaculture
6. Ice-making
7. Freight forwarding and trucking

6. Freight forwarding and trucking
7. Restaurant and coffee shop
management; food and drink
sales
8. Other related businesses

8. Real estate leasing
9. Restaurant and coffee shop
management; food and drink
sales
10. Other related businesses

Article 3 to 5

(Omitted)
Chapter II Shares

Article 3 to 5

(Unchanged)
Chapter II Shares

Article 6 to 11(Omitted)

Article 6 to 11(Unchanged)

Chapter III General Meeting of Shareholders
Article 12 to 14(Omitted)

Chapter III General Meeting of Shareholders
Article 12 to 14

Article 15 (Internet-based Disclosure ofReference Documents for the
General Meetings of Shareholders,etc. and Deemed Provision)(Unchanged)

Article 15 (Measures for Electronic Provisionof Materials for General Meetings ofShareholders and Requests for
Delivery of Materials in Paper Form)-4-

Current Articles of Incorporation
In convening a general meeting ofshareholders, the Company may
deem to have provided information
about matters to be stated orindicated in reference documents forthe general meeting of shareholders,business reports, non-consolidated
financial statements, andconsolidated financial statements toshareholders by disclosing theinformation via a method that uses
the Internet in accordance with
Ministry of Justice ordinances.

Article 16 to 19(Omitted)

Article 16 to 19

Chapter IV Directors and Board of Directors
Article 20 to 30(Omitted)(Unchanged)

Chapter V Auditors and Board of Auditors(Omitted)

Article 31 to 39

Chapter VI Accounts
Article 40 to 43(Unchanged)

Chapter IV Directors and Board of Directors
Article 20 to 30

Chapter V Auditors and Board of Auditors
Article 31 to 39

Proposed Amendment
In convening a general meeting ofshareholders, the Company shalltake measures for the electronic
provision of the necessary matters as
set forth in Article 325-2 of theCompanies Act.
2 If, by the date of record, theCompany receives a request fordelivery of materials in paper form
as set forth in Article 325-5 of theCompanies Act, the Company will
deliver those materials. However, inthe paper copies it delivers, theCompany shall not be required tostate all those matters set forth in
Ministry of Justice ordinances forwhich measures for electronic
provision are taken.

(Unchanged)

Chapter VI Accounts(Omitted)

Article 40 to 43(Newly established)(Unchanged)

Supplementary Provision
Article 1 Transitional Measures Concerning
Measures for Electronic Provision ofMaterials for General Meetings ofShareholders
The deletion of the current Article 15(Internet-based Disclosure ofReference Documents for the
General Meetings of Shareholders,etc. and Deemed Provision) and theestablishment of the new Article 15-5-Current Articles of Incorporation

Proposed Amendment(Measures for Electronic Provisionof Materials for General Meetings ofShareholders and Requests for
Delivery of Materials in Paper Form)will become effective from the dateof enforcement set forth in theproviso to Article 1 of the
Supplementary Provisions to the Act
Partially Amending the Companies
Act (Act No.70 of 2019) (hereinafter“Enforcement Date”).
2 Notwithstanding the preceding
paragraph, for general meetings ofshareholders held within six (6)months from the Enforcement Date,the current Article 15 of the Articles
of Incorporation shall be effective.
3 This supplementary provision shallbe automatically deleted either on
the date on which six (6) months
have passed from the Enforcement
Date or on the date on which three(3) months have passed since thedate of the general meeting ofshareholders in the preceding
paragraph, whichever is the later.

-6-

Proposal 3:

Election of Twelve (12) Directors

As the terms of office of all eleven (11) 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. The number of Outside Directors has been increased by one (1) to further strengthen
corporate governance and enhance corporate value. Candidates for Director were selected based on a reportby the Nominating and Remuneration 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

1

Toshio Yoshikawa[Reappointment]

Chairman and Representative Director

2

Hiroyuki Matsubara [Reappointment]

President and Representative Director

3

Yuji Inoue[Reappointment]

Executive Vice President and Director

4

Koji Ochi[Reappointment]

Director

5

Naotaka Yoshikawa [Reappointment]

Director

6

Mikio Hanazawa[Reappointment]

Director

7

Kenji Furuse[Reappointment]

Director

8

Hiroshi Okada[Reappointment]

Director

9

10

11

12

[Reappointment][Outside]
Director[Independent][Reappointment]
Yosuke Horiai[Outside]
Director[Independent][New appointment]
Mitsuhiro Honda[Outside][Independent][New appointment]
Yoriko Sakamoto[Outside][Independent]
Mototsugu Sakai-7-

Attendanceat theBoard ofDirectors
meetings
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
9/10
(90%)
—

—

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
Managing Director; General Manager of General
Toshio Yoshikawa
Affairs Dept., the Company(November 2, 1944)
December 2003 President and Representative Director, theCompany[Reappointment]
December 2015 Chairman and Representative Director, theCompany (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] 13/13 (100%)

Number ofshares of theCompany held

April 1968
December 1996

1

2

137,720[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 striving to raise corporate value
for the Group as a whole and leading the management team in pushing the Group forward. His abundant
experience and extensive insight are essential to the sustainable enhancement of the Group’s corporate value
and for this reason, the Company renominates him as a candidate for Director.
Joined the Company
April 1979
December 2011 Corporate Officer; General Manager of General
Affairs Dept., the Company
December 2013 Director; Chief of Corporate Management Sector;
Responsible for Internal Control, Compliance, andAffiliated Companies Management, the Company
September 2018 Director; Chief of Corporate Management Sector;
Hiroyuki Matsubara
Responsible for Affiliated Companies(October 4, 1955)
Management, the Company
48,378
Director; Chief of Cold Logistics Business Sector
April 2019
[Reappointment]
and General Manager of Cold Logistics Sales
Dept., the Company
December 2019 President and Representative Director; Chief ofCorporate Management Sector; Chair of MediumTerm Management Plan Promotion Committee, theCompany
President and Representative Director, theOctober 2021
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. Hiroyuki Matsubara has held the key positions of Chief of Corporate Management Sector and Chief ofCold Logistics Business Sector and, as President and Representative Director of the Company since December
2019, he has contributed greatly to the enhancement of the Company’s corporate value with perspectives andmanagement decisions that are not swayed by preconceived notions. The Company believes that, with hisabundant experience and insight, he will appropriately carry out business operation and supervision ofmanagement and contribute to the sustainable enhancement of the Group’s corporate value. For this reason, theCompany renominates him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
Corporate Officer; General Manager of Tokyo
Plant, the Company
Director; Chief of Cold Logistics Business Sector
April 2012
and General Manager of Kanto Block; Responsible
for Subsidiaries’ Cold Logistics Business, theCompany
December 2015 Managing Director; Chief of Cold Logistics
Business Sector, the Company
December 2017 Managing Director; Chief of Corporate
Yuji Inoue
Management Sector, Chief of Cold Logistics(April 8, 1954)
Business Sector, and General Manager of Cold
45,107
Logistics Sales Dept., the Company[Reappointment]
April 2019
Managing Director; Oversight of all divisions, theCompany
December 2019 Executive Vice President and Director;
Responsible for business sectors; Responsible for
Public Relations and IR Dept./SDGs Promotion,
the Company
Executive Vice President and Director;
October 2021
Responsible for business sectors; Responsible for
Public Relations and IR Dept./SDGs Promotion;
Chair of 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]
As Executive Vice President and Director of the Company, Mr. Yuji Inoue has assisted the Chairman and thePresident and contributed to the enhancement of corporate value, such as by driving the expansion of theCompany’s operations. The Company believes that he will be able to leverage his extensive insight andachievements to make recommendations for business operations and appropriately carry out supervision ofmanagement. For this reason, the Company renominates him as a candidate for Director.
April 1978
December 2003

3

Number ofshares of theCompany held

-9-

No.

4

5

Name
(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Number ofshares of theCompany held

Joined the Company
April 1984
December 2009 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(August 6, 1961)
25,237
Sector and General Manager of General Affairs &Human Resources Dept.; Responsible for Internal[Reappointment]
Control, Compliance, and Affiliated Companies
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 (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
and has contributed to the Company’s development in a wide range of areas. With his diverse experience, he iswell versed in corporate management in general, and the Company believes he will be able to perform his duties
appropriately. For this reason, the Company renominates him as a candidate for Director.
July 1998
Joined the Company
April 2011
General Manager of Yokohama Logistics Center,
the Company
December 2017 Corporate Officer; General Manager of General
Affairs & Human Resources Dept., the Company
Director; General Manager of General Affairs &December
2019
Naotaka Yoshikawa
Human Resources Dept. and General Manager of(September 11, 1974)
14,552
Investment Dept., the Company
May 2020
Director; General Manager of Investment Dept.
[Reappointment]
and General Manager of Overseas Business Dept.,
the Company
October 2021
Director; Deputy Chief of Food Sales Business
Sector, General Manager of Business Planning
Dept., and General Manager of Consumption Area
Sales Business Dept., 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]
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, such as bypromoting business efficiency improvements in the Food Sales Business Sector. The Company believes that hewill be able to leverage his experience to perform his duties appropriately as a Director of the Company. For
this reason, the Company renominates him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Joined the Company
General Manager of Koyasu Logistics Center, theCompany
December 2013 Corporate Officer; General Manager of Chukyo
and Tokai Block and General Manager of Komaki
Logistics Center, the Company
December 2015 Director; General Manager of General Affairs &Human Resources Dept., the Company
Mikio Hanazawa
February 2016
Director; Chief of Corporate Management Sector(April 21, 1960)
and General Manager of General Affairs & Human
33,405
Resources Dept.; Responsible for Internal Control,
Compliance, and Affiliated Companies[Reappointment]
Management, the Company
April 2017
Director; Chief of Cold Logistics Business Sector
and General Manager of Keihin Block, theCompany
September 2018 Director; General Manager of Meat Group, theCompany
October 2021
Director; General Manager of Risk Management
Dept., 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]
After working in finance and accounting operations, Mr. Mikio Hanazawa held key positions that included
Chief of Corporate Management Sector and Chief of Cold Logistics Business Sector, contributing to theCompany’s development in a wide range of areas. The Company believes that he will be able to leverage hisdiverse experience to perform his duties appropriately as a Director of the Company. For this reason, theCompany renominates him as a candidate for Director.
April 1986
Joined the Company
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
Kenji Furuse
December 2015 Corporate Officer; General Manager of Kyushu
Group, the Company(September 14, 1962)
18,383September 2018 Corporate Officer; General Manager of Internal
Audit Dept., the Company[Reappointment]
December 2019 Director; General Manager of Domestic Production
Area Sales Group, the Company
October 2021
Director; Chief of Corporate Management Sector
and General Manager of AEO Management
Section, 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. Kenji Furuse is well versed in operations overall due to his long experience working in the Food Sales
Business Sector. He has served as General Manager of the Internal Audit Department and held key positions in
the Food Sales Business Sector, and is currently contributing to the Company’s development as Chief ofCorporate Management Sector. The Company believes that he will be able to leverage his expertise andexperience to perform his duties appropriately as a Director of the Company. For this reason, the Company
renominates him as a candidate for Director.
April 1983
October 2007

6

7

Number ofshares of theCompany held

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Number ofshares of theCompany held

Joined the Company
General Manager of Nagoya Logistics Center, theCompany
December 2017 Corporate Officer; General Manager of Keihin
Hiroshi Okada
Block and Chair of Tokyo Haneda Logistics Center(January 12, 1972)
10,521
Preparation 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 contributed to the Company’s development. The Company
believes that he will be able to leverage his expertise and experience to perform his duties appropriately as a
Director of the Company. For this reason, the Company renominates 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
January 2006
Auditor; General Manager of Auditing Office,(February 1, 1953)
National Federation of Agricultural Cooperative
Associations
3,839
October 2008
Full-time Auditor, Z-BS INC.
[Reappointment]
Resigned as Full-time Auditor, Z-BS INC.
June 2014[Outside][Independent]
December 2015 Director, the Company (to present)
April 1996
April 20118

9

July 2020

Director, 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 insights obtained by holding key positions in the
National Federation of Agricultural Cooperative Associations, and he provides useful opinions and advice onmanagement in general at the Board of Directors, etc. The Company believes that he will continue to shareuseful 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 the Company.

- 12 -

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

434

[Attendance at the Board of Directors meetings (fiscal year under review)] 9/10 (90%)[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. He provides useful opinions and advice regarding management in general at theBoard of Directors, etc. from the perspective of an expert in finance and accounting. 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. Horiai satisfies the Standards of Independence for Outside Officers set out
by the Company.
April 1984
Joined the National Tax Agency
July 2010
Assistant Regional Commissioner, Takamatsu
Regional Taxation Bureau
July 2012
Professor, Graduate School of Business Sciences,
University of Tsukuba (to present)International Tax Advisor, TOMA Tax
May
2013
Mitsuhiro Honda
Accountants Corporation (to present)(July 7, 1961)
Outside Audit & Supervisory Board Member,March 2016
Roland DG Corporation (to present)0[New appointment]
April 2016
Part-time Lecturer, Professional Graduate Schoolof Meiji University (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)[Attendance at the Board of Directors meetings (fiscal year under review)] —[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. The Company
believes that, with his abundant experience and insight, he will be able to provide useful opinions and advice onmanagement in general at the Board of Directors, etc. and nominates him as a candidate for Outside Director.
Mr. Honda satisfies the Standards of Independence for Outside Officers set out by the Company.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities(Significant concurrent positions)

Number ofshares of theCompany held

Appointed to Arakawa Ward Daiichi Nippori
Elementary School, Tokyo
Yoriko Sakamoto
September 2011 Passed the National Bar Examination(November 24, 1971) December 2012 Joined Rokuta Law Office (to present)
Outside Audit & Supervisory Committee Member,June 2016
0[New appointment]
Watahan & Co., Ltd.
Member, Conciliation Committee, Tokyo Family
April 2018
[Outside]
Court (to present)[Independent]
June 2021
Outside Member of the Board of Directors,
Watahan & Co., Ltd. (to present)[Attendance at the Board of Directors meetings (fiscal year under review)] —[Reason for nomination as candidate for Outside Director]
Ms. Yoriko Sakamoto has a proven track record as an educator, and the Company believes that, leveraging her
extensive insights and experience as an attorney, she will be able to provide useful opinions and advice onmanagement in general from various perspectives at the Board of Directors, etc. For this reason, the Company
nominates her as a candidate for Outside Director. Ms. Sakamoto satisfies the Standards of Independence for
Outside Officers set out by the Company.
April 1995

12

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 six (6) 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 one (1) year at the conclusion of this General Meeting of Shareholders.
4. The Company has registered Messrs. Mototsugu Sakai and Yosuke Horiai, candidates for
Outside Director, as Independent Officers as stipulated by the Tokyo Stock Exchange. Should
the reappointment of these two candidates be approved, the Company intends to reappoint themas Independent Officers.
In addition, should candidates for Outside Director, Mr. Mitsuhiro Honda and Ms. Yoriko
Sakamoto, be elected, because they satisfy the criteria for Independent Officers as stipulatedby the Tokyo Stock Exchange, the Company intends to register 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 and Yosuke Horiai,
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 two candidates
be re-elected and assume the office of Director, the Company intends to continue with thisagreement.
In addition, should candidates for Outside Director, Mr. Mitsuhiro Honda and Ms. Yoriko
Sakamoto, be elected and assume the office of Director, the Company intends to enter into asimilar agreement with them both.
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), Auditors, and Corporate Officers, and the insurance- 14 -

premiums for all insured are paid in full by the Company. Should the twelve (12) candidates
for Director be re-elected or newly 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, 2021. They include shares held through the Company’s Officers Shareholding
Association.

- 15 -

<Reference> Skills Matrix for Directors and Auditors After this General Meeting of Shareholders (to be
confirmed)
SkillsCold Logistics
Business

Food Sales
Business

Overseas
Business

Director

Naotaka
Yoshikawa
Mikio
Hanazawa

Finance &Accounting/Tax Affairs

Director

Koji Ochi

Personnel/
Human Resources

Managing Director

Risk
Management

Chairman andToshioRepresentative
YoshikawaDirector
President and
Hiroyuki
Representative
Matsubara
Director
Executive Vice
Yuji Inoue
President and Director

Legal/
Internal Control

Name

Corporate
Management

PositionInternal

○

○

○

○

○

○

○

○

Internal

○

○

○

○

Internal○○

Internal/
Outside

○

○

○

○

○

Internal

○

○

○

○

Internal

○

○

○

○

Internal○

Kenji Furuse

Director

Hiroshi Okada Internal

Director

Mototsugu
Sakai

Director

Yosuke Horiai Outside

Director

Mitsuhiro
Honda

Director

YorikoSakamoto
Keizou Inoue○

Internal

DirectorStanding Statutory
AuditorStanding Statutory
Auditor○○○Outside(New
appointment)
Outside(New
appointment)
Outside○○Outside○○○○Shuzo Hayashi Outside○

AuditorEizo Tanahashi Outside○

Auditor

Hisao
Munakata○○

Outside- 16 -○○

<Reference> Standards of Independence for Outside Officers
The Company will consider an Outside Director, Outside Auditor, and candidate for Outside Director
and Outside Auditor to be independent when it determines that none of the following items apply tothe 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.

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Proposal 4:

Revision of Amount of Remuneration for Directors

The amount of basic remuneration paid to Directors was approved at the 68th Annual General Meeting of
Shareholders held on December 22, 2015 to be within 200 million yen annually (including 20 million yen
annually for Outside Directors; does not include employee wages).
Taking into account their increased responsibilities accompanying the future strengthening ofmanagement structure and expansion of business operations, the Company requests approval for anamendment to increase the amount of basic remuneration paid to Directors to within 300 million yen
annually.
In addition, in light of the increase in the number of Outside Directors on this occasion, which is
aimed at further strengthening corporate governance and enhancing corporate value, and the expansion of
the role that the Company expects of Outside Directors, the Company wishes to increase the portion of theabove remuneration amount paid to Outside Directors to 50 million yen annually.
The current number of Directors is eleven (11) (including three (3) Outside Directors), and, should
Proposal 3: Election of Twelve (12) Directors be approved and resolved as originally proposed, the number
of Directors will be twelve (12) (including four (4) Outside Directors).
In addition, this proposal has been formulated based on a report by the Nominating and Remuneration
Advisory Committee, the majority of whose members are Independent Outside Directors. It is in line with
the Company’s “Policy for Decisions on the Content of Individual Remuneration, etc. of Directors,” andthe Company has determined that it is reasonable.

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