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: 1333)
June 6, 2022
To our shareholders:
Masaru Ikemi,
President & CEO

Maruha Nichiro Corporation
2-20, Toyosu 3-chome, Koto-ku, Tokyo

Notice of the 78th Ordinary General Meeting of Shareholders
We are pleased to inform you of the 78th Ordinary General Meeting of Shareholders of Maruha Nichiro
Corporation (the “Company”), which will be held as indicated below. In order to prevent the spread of thenovel coronavirus disease (COVID-19) at this Shareholders Meeting, shareholders are kindly requested torefrain from attending the meeting in person, and to exercise their voting rights in writing (Voting Rights
Exercise Form) or via the Internet, etc. in advance. Please examine the attached Reference Documents for
General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Monday, June 27, 2022
(JST).
1. Date and Time:

Tuesday, June 28, 2022, at 10:00 a.m. (JST) (Reception desk opens at 9:00 a.m.)

2. Venue:

Mielparque Hall
5-20, Shibakoen 2-chome, Minato-ku, Tokyo

3. Purpose
Matters to be reported
1 The Business Report and the Consolidated Financial Statements for the 78th
fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of
the Consolidated Financial Statements by the financial auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 78th fiscal year (from April
1, 2021 to March 31, 2022)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Seven Directors
Proposal No. 4: Election of One Audit & Supervisory Board Member
Proposal No. 5: Introduction of a Performance-linked Stock Compensation Plan for Directors,
etc.

-1-

• When you attend the meeting, you are kindly requested to submit the enclosed voting form at the reception of the meeting.
Several of the documents that are to be provided in conjunction with the convocation of an Ordinary General Meeting of
Shareholders have been posted on the Company’s website instead of attaching them to this convocation notice, in accordancewith the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation. These are the “Status
of Internal Control System in Accordance with the Companies Act and the Operation Thereof” in the Business Report, the“Consolidated Statement of Changes in Equity” and the “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements, and the “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated
Financial Statements” of the Non-consolidated Financial Statements.
The documents attached to this convocation notice and the documents on the above website were audited by the Audit &Supervisory Board Members upon preparation of the audit report and by the financial auditor upon preparation of thefinancial audit report.
• If any changes are made to items in the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements or the Reference Documents for General Meeting of Shareholders, such changes will be posted on the
Company’s website below.
The Company’s website: https://www.maruha-nichiro.co.jp-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
Year-end dividends
In regard to the year-end dividends for the 78th fiscal year, taking into consideration matters including theperformance for the fiscal year under review and future business development, the Company proposes to pay
an ordinary dividend as outlined below.
(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount thereof
55 yen per share of common stock of the Company
Total dividends: 2,894,204,555 yen(3) Effective date of dividends of surplus
June 29, 2022

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Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Amendments(1) The business purpose of Article 2 of the current Articles of Incorporation shall be partially deleted toreflect the current status of the Company’s business activities.
(2) The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provision of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September
1, 2022, and in order to prepare for the introduction of a system for the electronic provision of materials
for shareholders meetings, the Company’s Articles of Incorporation shall be amended as follows.
1)

Paragraph 1 of Article 15 of the proposed amendment provides that the Company shall take measuresfor electronic provision of information that is contained reference documents, etc. for shareholders
meetings.

2)

Paragraph 2 of Article 15 of the proposed amendment shall establish a provision to limit the scopeof matters to be stated in a written document to be delivered to shareholders who have made a request
for delivery of the written document.

3)

The provision for Internet disclosure and deemed provision of reference documents, etc. forshareholders meetings (Article 15 of the current Articles of Incorporation) shall be deleted as it is
no longer necessary.

4)

In accordance with the above new establishment and deletion, Supplementary Provisions regarding
the effective date, etc. shall be established.

2. Details of the Amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Chapter 1
General Provisions

Chapter 1
General Provisions(Purpose)(Purpose)
Article 2
Article 2
The Company is aiming to control and management of(As is)Company’s business by engaging in the following
business, and owning shares or equity interest ofCompanies engaged in the following business and foreigncompanies that is equivalent thereto.
1.-10.
(Article text omitted)
1.-10.
11. Manufacturing, buying and selling of fur products(Delete)12.-16. (Article text omitted)
11.-15.

-4-(As is)(As is)Current Articles of Incorporation
Chapter 3
Shareholders Meeting(Internet‐based Disclosure of Reference Data for General
Meeting of Shareholders)
Article 15
In convening a general meeting of shareholders, theCompany may deem to have supplied information about
matters to be stated or indicated in reference‐documents
for the general meeting, business reports, financial
statements and consolidated financial statements toshareholders, by disclosing the information via aninternet‐used method in accordance with applicable laws
and ordinances.
(Newly established)

Proposed Amendments
Chapter 3
Shareholders Meeting(Delete)(Electronic provisioning measures, etc.)
Article 15
1. At the time of convocation of a shareholders meeting,
the Company shall take measures to provide
information electronically that is contained in thereference documents, etc. for the shareholders meeting.
2. The Company does not have to include all or part of thematters for which electronic provision measures aretaken, which are provided for in the applicable
Ordinance of the Ministry of Justice, in the document tobe delivered to shareholders who have made a request
for delivery of documents by the record date for voting
rights.

(Newly established)

Supplementary Provisions
Article 1
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for
Shareholders Meetings) of the current Articles ofIncorporation and the new establishment of Article 15(Electronic Provision Measures, etc.) of the proposed
amendment shall become effective as of September 1,
2022, which is the date of enforcement of the amended
provisions prescribed in the proviso of Article 1 of the
Supplementary Provisions of the Act to Amend theCompanies Act (Act No. 70 of 2019) (the “Date of
Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the present Articles ofIncorporation shall remain in force with respect toshareholders meetings whose date is within six months
from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted after
six months have elapsed from the Date of Enforcement
or after three months have elapsed from the date of theshareholders meeting set forth in the preceding
paragraph, whichever is later.

-5-

Proposal No. 3: Election of Seven Directors
The terms of office of all seven Directors will expire at the conclusion of this General Meeting of
Shareholders.
Therefore, the Company proposes the election of seven Directors.
The candidates for Director are as follows.

No.

Name

Current Positions and responsibilities in the Company

Number ofattendance at
the Board of
Directors
meetings

1

Reelection
Shigeru Ito

Chairman and Representative Director

100%(18/18)2

Reelection
Masaru Ikemi

President & CEO and Representative Director

100%(18/18)Reelection
Osamu Momiyama

Director, Senior Managing Executive Officer
Supervisor of Marine Products Business Segment and Logistics
Segment
Director of Fishery Business Unit and Marine Products Trading
Unit

100%
(18/18)Reelection
Sadahiko Hanzawa

Director, Senior Managing Executive Officer
Supervisor of Processed Foods Business Segment and Foodstuff
Distribution Business Segment
In charge of Product Development Department, Production
Management Department, Regional Branch Offices, Extensive
Area Sales Department, and Plants

100%(18/18)Outside Director

100%(18/18)Outside Director

100%(18/18)Outside Director

100%(18/18)

3

4

5

6

7

Reelection
Yoshiro Nakabe

OutsideIndependent
Reelection
Somuku Iimura

OutsideIndependent
Reelection
Sonoko Hatchoji

OutsideIndependent

Reelection: Candidate for Director to be reelected
Outside: Candidate for outside Director
Independent: Candidate for independent officer-6-Candidate No.

1

Shigeru Ito

Date of birth
November 11, 1949

Reelection[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1972
General Manager of Marine Products Trade Department No. 3
shares owned Apr. 1997
Jun. 2001
Director (current position)
8,300
Apr. 2003
Managing Director
Director of MARUHA GROUP INC.
Attendance at Apr. 2004
the Board of Apr. 2004
Managing Executive Officer of MARUHA GROUP INC.
Directors
Apr. 2005
Executive Managing Director of the Company
meetings
Jun. 2005
Senior Managing Executive Officer of MARUHA GROUP INC.
100% (18/18) Apr. 2008
President and Representative Director of Maruha Nichiro Seafoods, Inc.
Apr. 2010
Executive Vice President and Representative Director of Maruha Nichiro Holdings, Inc.
Apr. 2014
President & CEO and Representative Director of the Company
Apr. 2020
Chairman and Representative Director (current position)
Reasons for nomination as candidate for Director
Since joining the Company, Shigeru Ito has primarily been engaged in the marine products business and,after holding positions such as General Manager of Marine Products Trade Department No. 3, he hasserved as Director of the Company (current position) from June 2001, President and Representative
Director of Maruha Nichiro Seafoods, Inc. from April 2008, Executive Vice President and Representative
Director of Maruha Nichiro Holdings, Inc. from April 2010, President & CEO and Representative Directorof the Company from April 2014, and Chairman and Representative Director of the Company (current
position) from April 2020. The Company once again nominates him as a candidate for Director having
deemed that he has abundant work experience at the Company and the knowledge and capability necessary
to appropriately and impartially supervise general management, global business management, andadministrative work.

Candidate No.

2

Masaru Ikemi

Date of birth
December 22, 1957

Reelection[Career summary, and position in the Company]
Number of the
Apr.
1981
Joined the Company
Company’s
General Manager of Overseas Operations Department of Maruha Nichiro Foods, Inc.
shares owned Apr. 2008
Apr.
2009
Acting General Manager of Overseas Business Coordination Department of Maruha
5,900
Nichiro Holdings, Inc.
Executive Officer of Maruha Nichiro Holdings, Inc.
Attendance at Apr. 2011
the Board of Apr. 2014
Executive Officer of the Company
Directors
Jun. 2014
Director
meetings
Apr. 2017Managing Executive Officer
100% (18/18)
Jun. 2017
Director (current position)
Apr. 2019
Senior Managing Executive Officer
Apr. 2020
President & CEO and Representative Director (current position)
Reasons for nomination as candidate for Director
Since joining the Company, Masaru Ikemi has primarily been engaged in the overseas business and, after
holding positions such as General Manager of Overseas Operations Department of Maruha Nichiro Foods,
Inc., he served as Director of the Company from June 2014 to June 2016, Managing Executive Officer
from April 2017, Director (current position) from June 2017, Senior Managing Executive Officer from
April 2019, and President & CEO and Representative Director (current position) from April 2020. The
Company once again nominates him as a candidate for Director having deemed that he has abundant work
experience at the Company and the knowledge and capability necessary to appropriately and impartiallysupervise general management, global business management, and administrative work.

-7-

Candidate No.

3of birth
Osamu Momiyama Date
January 28, 1959

Reelection[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1981
General Manager of Marine Products Trade Department No. 2
shares owned Apr. 2004
Apr. 2009
Executive Officer of Maruha Nichiro Seafoods, Inc.
5,500
Apr. 2012
Director of Maruha Nichiro Seafoods, Inc.
Executive Officer of the Company
Attendance at Apr. 2014
the Board of Jun. 2014
Director
Directors
Apr. 2018
Managing Executive Officer
meetings
Jun. 2018
Director (current position)
100% (18/18) Apr. 2020
Senior Managing Executive Officer (current position)
Apr. 2021
President and Representative Director, TAIYO A&F Co., LTD. (current position)[Responsibility]
Supervisor of Marine Products Business Segment and Logistics Segment
Director of Fishery Business Unit and Marine Products Trading Unit
[Significant concurrent positions outside the Company]
President and Representative Director of TAIYO A&F Co., LTD.
Reasons for nomination as candidate for Director
Since joining the Company, Osamu Momiyama has primarily been engaged in the marine products
business and, after holding positions such as General Manager of Marine Products Trading Department No.
2, he served as Director of the Company from June 2014 to June 2016, Managing Executive Officer from
April 2018, Director (current position) from June 2018, Senior Managing Executive Officer (current
position) from April 2020, and President and Representative Director of TAIYO A&F Co., LTD. (current
position) from April 2021, and therefore the Company once again nominates him as a candidate for
Director having deemed that he has abundant work experience at the Company and the knowledge andcapability necessary to appropriately and impartially supervise general management and business
management.

-8-

Candidate No.

4of birth
Sadahiko Hanzawa Date
November 23, 1959

Reelection[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1983
General Manager of Marine Products Sales Department
shares owned Apr. 2007
Apr. 2010
Executive Officer of Maruha Nichiro Seafoods, Inc.
3,900
Apr. 2013
Director of Maruha Nichiro Seafoods, Inc.
Executive Officer of the Company
Attendance at Apr. 2014
the Board of Jun. 2014
Director
Directors
Apr. 2019
Managing Executive Officer
meetings
Jun. 2019
Director (current position)
100% (18/18) Apr. 2020
Senior Managing Executive Officer (current position)[Responsibility]
Supervisor of Processed Foods Business Segment and Foodstuff Distribution Business Segment
Product Development Department, Production Management Department, Regional Branch Offices(Hokkaido, Tohoku, Kanto, Chubu, Kansai, Chugoku Shikoku, and Kyushu), Extensive Area Sales
Department, and Plants (Shin-Ishinomaki, Shirataka, Oh-e, Utsunomiya, Gunma, Hiroshima, Shimonoseki)
Reasons for nomination as candidate for Director
Since joining the Company, Sadahiko Hanzawa has primarily been engaged in the marine products
business and, after holding positions such as General Manager of Marine Products Sales Department, heserved as Director of the Company from June 2014 to June 2016, and Managing Executive Officer from
April 2019, Director (current position) from June 2019, and Senior Managing Executive Officer (current
position) from April 2020. The Company once again nominates him as a candidate for Director having
deemed that he has abundant work experience at the Company and the knowledge and capability necessary
to appropriately and impartially supervise general management and business management.

-9-

Candidate No.

5

Yoshiro Nakabe

Date of birth April
11, 1958

Reelection Outside Independent[Career summary, and position in the Company]
Number of the
Joined The Mitsubishi Trust and Banking Corporation
Company’s Apr. 1982
Joined Daitoh Trading Co., Ltd.
shares owned Aug. 1987
Jun.
1988
Director of Daitoh Trading Co., Ltd.
300
Jul. 1989
Representative Managing Director of Daitoh Trading Co., Ltd.
Representative Executive Managing Director of Daitoh Trading Co., Ltd.
Attendance at Sep. 1997
the Board of Jun. 2000
President and Representative Director of Daitoh Trading Co., Ltd. (current position)
Directors
Jun. 2006
Outside Audit & Supervisory Board Member of MARUHA GROUP INC.
meetings
Jun. 2009
Outside Director of MARUHA GROUP INC.
100% (18/18) Apr. 2014
Outside Director of the Company (current position)[Significant concurrent positions outside the Company]
President and Representative Director of Daitoh Trading Co., Ltd.
Reasons for nomination as candidate for outside Director and overview of expected role
Yoshiro Nakabe has knowledge of corporate management gained as President and Representative Directorof Daitoh Trading Co., Ltd. (current position), and the Company believes that he will contribute to theCompany’s corporate governance and group management by providing opinions, based on abundant
experience and exceptional insight, concerning group management from a perspective that differs from aninside Director. Accordingly, the Company once again nominates him as a candidate for outside Director.
If he is reelected, as a member of the Nomination and Compensation Committee as an advisory body to theBoard of Directors, he is expected to contribute from an objective and neutral standpoint to deliberation on
candidates for officers and the officer compensation system, standards, and compensation amount, etc.
He is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as an
officer since becoming an outside Audit & Supervisory Board Member of MARUHA GROUP INC. will
have been sixteen years.

- 10 -

Candidate No.

6

Somuku Iimura

Date of birth
April 14, 1953

Reelection Outside Independent[Career summary, and position in the Company]
Number of theRegistered as an attorney at law
Company’s Apr. 1986
Joined Masuda & Ejiri
shares owned Apr. 1986
Oct. 1988
Transferred to Rogers & Wells in U.S. (current Clifford Chance LLP)
0
Jul. 1991
Returned to Masuda & Ejiri
Partner
Attendance at Jan. 1992
the Board of Jul. 2007
Joined Nishimura & Asahi
Directors
Jul. 2007
Partner
meetings
Jun. 2014
Outside Director of the Company (current position)
100% (18/18) Jun. 2016
External Audit & Supervisory Board Member of Yamada Denki Co., Ltd. (current
YAMADA HOLDINGS CO., LTD.) (current position)
Feb. 2017
Outside Corporate Auditor of NACHI-FUJIKOSHI CORP.
Jan. 2019
Joined Nishimura & Asahi LPC
Jan. 2019
LPC Partner
Jan. 2020
Joined Natori Law OfficeJan. 2020
Senior Partner
May 2020
Outside Audit & Supervisory Board Member of SANYO SHOKAI LTD. (current
position)
Jun. 2020
Outside Director of The Furukawa Battery CO., LTD. (current position)
Dec. 2020
Established ITN Partners
Dec. 2020
Executive Partner (current position)[Significant concurrent positions outside the Company]
Outside Director of The Furukawa Battery CO., LTD., External Audit & Supervisory Board Member of
YAMADA HOLDINGS CO., LTD., Outside Audit & Supervisory Board Member of SANYO SHOKAI
LTD.
Reasons for nomination as candidate for outside Director and overview of expected role
Somuku Iimura has knowledge of legal compliance gained as an attorney, and the Company believes that
he will contribute, from a fair and neutral standpoint, to the Company’s corporate governance and groupmanagement by providing opinions, based on abundant experience and exceptional insight, concerninggroup management from a perspective that differs from an inside Director. Accordingly, the Company once
again nominates him as a candidate for outside Director.
He has never been directly involved in the management of a company. However, the Company judges hewill appropriately fulfill his duties as an outside Director based on the above reasons.
If he is reelected, as a member of the Nomination and Compensation Committee as an advisory body to theBoard of Directors, he is expected to contribute from an objective and neutral standpoint to deliberation on
candidates for officers and the officer compensation system, standards, and compensation amount, etc.
He is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure as
outside Director will have been eight years.

- 11 -

Candidate No.

7

Sonoko Hatchoji

Date of birthJanuary 15, 1950

Reelection Outside Independent[Career summary, and position in the Company]
Number of the
Joined The Industrial Bank of Japan, Limited
Company’s Apr. 1972
Director, Vice President of IBJ International Plc.
shares owned Nov. 1993
Mar.
2002
Executive Officer of IBJ Leasing Company, Limited
700
Apr. 2004
Senior Consultant of The Kyoritsu Risk Management Co., Ltd.
Director of Yuki Management & Research Co., Ltd.
Attendance at Jan. 2006
the Board of Apr. 2008
Part-time Internal Auditor of Aetos Japan, LLC
Directors
Apr. 2009
Executive Officer of FUJITA KANKO INC.
meetings
Mar. 2010
Director and Executive Officer of FUJITA KANKO INC.
100% (18/18) Mar. 2011
Managing Director and Managing Executive Officer of FUJITA KANKO INC.
Mar. 2015
Advisor of FUJITA KANKO INC.
Jun. 2016
Outside Director of Nisshin Steel Co., Ltd. (current NIPPON STEEL CORPORATION)
Apr. 2017
Special Advisor to the President and Chief Strategy Officer of Tsuda University
Jun. 2018
External Director of Japan Airlines Co., Ltd. (current position)
Jun. 2019
External Director of Daicel Corporation (current position)
Jun. 2019
Outside Director of the Company (current position)
Apr. 2020
Special Advisor to the President of Tsuda University[Significant concurrent positions outside the Company]
External Director of Japan Airlines Co., Ltd.
External Director of Daicel Corporation
Reasons for nomination as candidate for outside Director and overview of expected role
Sonoko Hatchoji has knowledge of corporate management gained from financial institutions and multiple
companies, and the Company believes that she will contribute, from various viewpoints including
educational reform at a university, to the Company’s corporate governance and group management by
providing opinions, based on abundant experience and exceptional insight, concerning group managementfrom a perspective that differs from an inside Director. Accordingly, the Company once again nominates
her as a candidate for outside Director.
If she is reelected, as a member of the Nomination and Compensation Committee as an advisory body to
the Board of Directors, she is expected to contribute from an objective and neutral standpoint todeliberation on candidates for officers and the officer compensation system, standards, and compensation
amount, etc.
She is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure as
outside Director will have been three years.
(Notes)12
3

4

There is no special interest between any of the candidates and the Company.
Yoshiro Nakabe, Somuku Iimura, and Sonoko Hatchoji are candidates for outside Director.
Japan Airlines Co., Ltd., where Sonoko Hatchoji currently serves as External Director, was found to havecommitted serious violations of the safety of aviation in December 2018, such as issues concerning
consumption of alcohol of the operating crews, changes in crew formation, etc., and received a “business
improvement advisory to ensure aviation safety” from the Ministry of Land, Infrastructure, Transport andTourism, and also in December 2018, Nippon Air Commuter Co., Ltd., a subsidiary of the Company, received
an “administrative warning regarding misconduct” due to a case of alcohol consumption by the flight crew.
Furthermore, in January 2019, the Company received a “Business Improvement Advisory to Ensure Aviation
Safety” due to the case of alcohol consumption by the flight crew. In addition, in October 2019, received a“business improvement advisory to ensure aviation safety” due to a case of alcohol consumption by the flightcrew, and also in October 2019, Japan Transocean Air Co., Ltd., a subsidiary of the Company, received an“administrative warning regarding misconduct” due to a case of alcohol consumption by the flight crew.
Although Sonoko Hatchoji was not aware of either of the above facts until the cases came to light, she has been
regularly making recommendations from the viewpoint of legal compliance in the Board of Directors meetings,
etc. In addition, after the cases were acknowledged, she has been fulfilling her responsibilities, including
directing thorough investigations regarding the cases and formulation of preventive measures.
Yoshiro Nakabe, Somuku Iimura and Sonoko Hatchoji satisfy the requirements of the “Criteria for
Independence of Outside Director and Outside Audit & Supervisory Board Member” established by theCompany, and the Company appointed Yoshiro Nakabe, Somuku Iimura and Sonoko Hatchoji as independent
officers provided for under the provisions of the Tokyo Stock Exchange and registered them as such with that- 12 -

5

6

exchange.
The “Criteria for Independence of Outside Director and Outside Audit & Supervisory Board Member”
established by the Company is presented on page 16.
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with
Yoshiro Nakabe, Somuku Iimura and Sonoko Hatchoji to limit their liability for damages under Article 423,
paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement islimited to the minimum liability amount provided for under laws and regulations. If Yoshiro Nakabe, Somuku
Iimura and Sonoko Hatchoji are reelected and assume office as outside Directors, said agreement will continue
to be in effect.
Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has concluded a directors andofficers liability insurance policy with an insurance company that covers any damages arising from liabilities
borne by the insured, including Directors, in the course of execution of their duties, or any damage arising fromclaims for such liabilities pursued against them. If the Director candidates are reelected and assume office, they
will be included as insured persons under the policy. Furthermore, the Company intends to renew the policy
with the same details at the next renewal time.

- 13 -

Proposal No. 4: Election of One Audit & Supervisory Board Member
The term of office of Mr. Hiroyuki Shimizu as Audit & Supervisory Board Member will expire at theconclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as follows.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.

Taiichi Ono

Date of birthJanuary 5, 1963

New election Outside Independent[Career summary, and position in the Company]
Number of the
Joined The Mitsubishi Trust and Banking Corporation
Company’s Apr. 1986
General Manager, Loan Sales Division, Mitsubishi UFJ Trust and Banking Corporation
shares owned Mar. 2009
Jun.
2011
GeneralManager, Credit Supervisory Division, Mitsubishi UFJ Trust and Banking
0
Corporation
Executive Officer, General Manager of Sales Department 1, Mitsubishi UFJ Trust andAttendance at Jun. 2012
Banking Corporation
the Board ofJun. 2015
Managing Executive Officer, Mitsubishi UFJ Trust and Banking Corporation
Directors
meetings
Apr. 2021
Senior Managing Executive Officer, Mitsubishi UFJ Trust and Banking Corporation
Apr.
2022
Advisor, Mitsubishi UFJ Trust and Banking Corporation (current position)–
Attendance at
the Audit &Supervisory
Board
meetings

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Taiichi Ono has abundant experience and extensive insight through his long years of service in a financial
institution, and expertise in financial accounting, and as such, the Company believes him to be capable ofproperly executing the duties of an outside Audit & Supervisory Board Member and, accordingly,
nominates him as a candidate for outside Audit & Supervisory Board Member.

–(Notes)1 There are no special interests between the candidates for Audit & Supervisory Board Member and the Company.
2. Taiichi Ono is a candidate for outside Audit & Supervisory Board Member.
3. From April 2018 to March 2020, Taiichi Ono served as a Managing Executive Officer of MUFG Bank, Ltd. a
specified affiliated business operator of the Company.
4 Taiichi Ono satisfies the requirements of the “Criteria for Independence of Outside Director and Outside Audit& Supervisory Board Member” established by the Company, and therefore, if he is elected and assumes office
as an outside Audit & Supervisory Board Member, the Company intends to appoint him as an independent
officer provided for under the provisions of the Tokyo Stock Exchange and register him as such with thatexchange. The “Criteria for Independence of Outside Director and Outside Audit & Supervisory Board Member”
established by the Company is presented on page 16.
5 Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has concluded a directors andofficers liability insurance policy with an insurance company that covers any damages arising from liabilities
borne by the insured, including Audit & Supervisory Board Members, in the course of execution of their duties,
or damages arising from claims for such liabilities pursued against them. If the Audit & Supervisory Board
Member candidate is elected and assumes office, he will be included as an insured person under said policy.
Furthermore, the Company intends to renew the policy with the same details at the next renewal time.

- 14 -

(Reference) Skill Matrix of Directors and Audit & Supervisory Board Members after this Ordinary General
Meeting of Shareholders (tentative)
Main specialization/background
Corporate
Management

GlobalHuman
Resources &Organization

●

●

●

President & CEO
and Representative Masaru Ikemi
Director●●●

Director, Senior
Managing
Executive Officer

Osamu
Momiyama●●

Director, Senior
Managing
Executive Officer

Sadahiko
Hanzawa●

Outside Director

Yoshiro Nakabe●

Outside Director

Somuku Iimura

Outside Director

Sonoko Hatchoji

Position

Name

Chairman and
Representative
Director

Shigeru Ito

Legal
Affairs&
Finance & Finance &Risk
Accounting
Society
Management●●●

Outside Audit &Supervisory Board Ryusuke Aya
Member●●Outside Audit &Supervisory Board Taiichi Ono
Member●Audit &
Supervisory Board Hiroyuki Tabe
Members●●●●

Outside Audit &Supervisory Board Yoshito Kaneyama
MemberOutside Audit &Supervisory Board Katsue Okuda
Member

●

●

●

●

●

●

●

●

- 15 -

(Reference)<Criteria for Independence of Outside Director and Outside Audit & Supervisory Board Member>
The Company shall judge Outside Director and Outside Audit & Supervisory Board Member to be
independent if they do not fall under any of the categories below.
1) An executive of a major business partner of the Group. Note that a major business partner is a business
partner whose monetary amount of trade with the Group exceeds 2% of consolidated net sales of either
the Group or the business partner (including the business partner’s parent or major subsidiaries).
2) An executive of a major lender of the Group. Note that a major lender is a lender whose amount of money
being lent to the Group exceeds 2% of the Company’s consolidated total assets stated at the end of themost recent fiscal year.
3) An attorney, certified public accountant, certified public tax accountant, consultant, etc., who received
from the Company monetary payment or other property benefits exceeding 10 million yen annually otherthan compensation for Directors and Audit & Supervisory Board Members.
4) A person or executive of a corporation who received donations or aid funds exceeding 10 million yen
annually from the Company.
5) A person who has fallen under any of 1) through 4) in the past two years.
6) A spouse or relative within the second degree of a person who has fallen under any of 1) through 4) and
who is a Director, Executive Officer (shikkoyaku or shikkoyakuin), person who executes business ofgeneral manager level or higher status, or person who executes business with authority equivalent thereof.

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Proposal No. 5 Introduction of a Performance-linked Stock Compensation Plan for Directors,
etc.
1. Reasons for the Proposal and Reasons Why the Proposal is AppropriateThis proposal proposes the introduction of a new performance-linked stock compensation plan “Board
Benefit Trust” (BBT, hereinafter “The Plan”) for Directors (excluding outside Directors, and persons who
do not reside in Japan). Hereinafter the same shall apply in this proposal unless otherwise noted) and
executive officers (excluding persons who do not reside in Japan; hereinafter “Directors, etc.”) of theCompany.
The purpose of this proposal is to clarify the link between Directors’ compensation and the Company’s
financial results and stock value, and to raise awareness among Directors to contribute to the enhancementof the Company’s medium- to long-term financial results and increase of corporate value by sharing withshareholders not only the benefits of a rise in stock price but also the risk of a decline in stock price. The
Company deems the details of this proposal to be appropriate in light of the objectives.
This proposal is to pay the amount of compensation for Directors (not exceeding 60 million yen per month,
but not including employee salaries for Directors who serve concurrently as employees) approved at theExtraordinary General Meeting of Shareholders held on January 30, 2014, as a separate framework, andthe Company requests approval of this proposal which contains the specific calculation method and thespecific details of the amount of compensation, etc., to be paid to the Company’s Directors in accordancewith the Plan. We request the details of the Plan are left to the discretion of the Board of Directors within
the framework of 2. below.
If Proposal No. 3 is approved and authorized as proposed, the number of Directors eligible for the Plan
will be four.
2. Specific Calculation Method and Details of the Amount of Compensation, etc. under the Plan
(1) Outline of the Plan
Under this Performance-linked Stock Compensation Plan, the Company’s shares are acquired througha trust (the trust to be established under this plan is hereinafter the “Trust”) with money contributed by
the Company as the source of funds, and in accordance with the Company’s Regulations on Directors’
Stock Benefits, the Company’s shares and money equivalent to the market value of the Company’s
shares (hereinafter “the Company’s shares, etc.”) are acquired through the Trust and paid to Directors,
etc. through the Trust. As a general rule, the timing of when Directors, etc. receive the Company’s
shares, etc. is upon their retirement from office.
(2) Persons eligible for this plan
Directors (outside Directors and persons who do not reside in Japan are not eligible for this plan) and
executive officers (excluding persons who do not reside in Japan).
(3) Trust period
From August 2022 (tentative) until the termination of the Trust (No specific termination date has been
set for the Trust period, and the Trust will continue as long as the Plan is in effect. This Plan will beterminated upon delisting of the Company’s shares, abolition of the Regulations on Directors’ Stock
Benefits, etc.).
(4) Trust amount
Subject to the approval of this Proposal, the Company shall consider the period of the three fiscal years
from the fiscal year ending March 31, 2023 to the fiscal year ending March 31, 2025 (said three fiscal
year period hereinafter the “Initial Target Period”) and each of the three fiscal years beginning after theInitial Target Period in principle shall be referred to as the “Target Period from the Next Fiscal Year
Onward”), (The initial target period and the target period from the next fiscal year onward arecollectively referred to as the “Target Period”), and in order to introduce this Plan and to provide the- 17 -

Company’s shares, etc. to the Directors, etc. during the initial target period and each subsequent target
period, the following amount of money shall be contributed to the Trust by the Company as the sourceof funds for the acquisition of the Company’s shares, etc. by the Trust. The target period shall be linked
to the period of our Medium-Term Management Plan, and if the period of the Medium-Term
Management Plan is changed in the future, the target period will be changed accordingly.
First, at the time of the establishment of the Trust (August 2022 (tentative)), the Company will establish
the Trust by contributing an equivalent amount of money that is expected to be the necessary amountof funds corresponding to the initial target period. Since the maximum number of points to be granted
to Directors, etc. under this Plan is 50,000 points per fiscal year as described in (6) below, funds
reasonably expected to be required to acquire up to 150,000 shares at the time of establishment of theTrust, taking into consideration the closing price of the Company’s common stock in regular trading on
the Tokyo Stock Exchange immediately prior thereto, will be contributed to the Trust. For reference, if
the closing price of 2,397 yen on March 31, 2022 is applied, the above required funds would beapproximately 360 million yen.
Even after the initial target period has elapsed, until the termination of the Plan, the Company shallmake additional contributions to the Trust of funds deemed necessary for the Trust to acquire in advancethe number of shares reasonably estimated to be necessary for the Trust to provide benefits to Directors,
etc. under the Plan. However, in the event of such additional contribution, when there are Company’s
shares remaining in the trust assets (excluding the Company’s shares equivalent to the number of points
granted to Directors, etc. for the immediately preceding target period for which the payment to Directors,
etc. has not yet been completed) and money (hereinafter the “Remaining Shares, etc.”), they shall beallocated in the Trust to be used to fund the benefits under the Plan in subsequent target periods, andthe additional contribution amount shall be calculated taking into account the Remaining Shares, etc.
When the Company decides to make additional contributions, it will disclose such information in atimely and appropriate manner.
(Note) The amount of money that the Company will actually contribute to the Trust will be the sum of
the above-mentioned funds for share acquisition and the estimated amount of necessary expenses suchas trust compensation, etc.
(5) Acquisition method and number of shares to be acquired by the Trust
The acquisition of the Company’s shares by the Trust shall be conducted through the exchange market
or by underwriting the disposal of the Company’s treasury stock, using the funds contributed inaccordance with (4) above as the source of funds. Since the maximum number of points to be granted
to Directors, etc. is 50,000 points per fiscal year as described in (6) below, the maximum number ofCompany shares to be acquired by the Trust for the initial target period will be 150,000 shares, and the
maximum number of shares to be acquired by the Trust for subsequent target periods will be themaximum number of points per fiscal year multiplied by the number of fiscal years pertaining to said
target period (which coincides with the period of the Medium-Term Management Plan). Details of theacquisition of the Company’s shares by the Trust shall be disclosed in a timely and appropriate manner.
(6) Maximum number of the Company’s shares, etc. to be granted to Directors, etc.
For each fiscal year, Directors, etc. will be granted a certain number of points on a primary basis
determined according to their position in accordance with the Regulations on Directors’ Stock Benefits.
The points granted to Directors, etc. on a primary basis for each fiscal year will be adjusted after theend of each target period by multiplying the points by a coefficient based on the degree of performanceachievement.
The maximum total number of points per fiscal year to be granted to Directors, etc. shall be 50,000
points (of which 19,000 points shall be for Directors). This was decided based on comprehensive
consideration of the current level of compensation paid to Directors, the trend in the number of Directors,
etc., and future prospects, and is considered to be appropriate.
The points granted to Directors, etc. shall be converted into one share of common stock of the Company
per point upon the delivery of the Company’s shares, etc. as described in (7) below (however, in theevent of a stock split, gratis allotment or reverse stock split of the Company’s shares after the approval- 18 -

of this Proposal, the maximum number of points, the number of points already granted and theconversion ratio shall be reasonably adjusted in accordance with said ratio).
The number of points of Directors, etc. that will be used as the basis for the delivery of the Company’s
shares, etc. in (7) below shall, in principle, be the number of points granted to said Directors, etc. by thetime of their retirement (the points calculated in this manner shall hereinafter be referred to as the “fixed
number of points”).
(7) Specific calculation method of the amount of benefits and compensation in the form of the Company’s
shares, etc.
In the event that a Director, etc. retires and satisfies the requirements for beneficiaries as stipulated in
the Regulations on Directors’ Share Benefits, said Director, etc. will receive from the Trust, in principle,
the number of the Company’s shares corresponding to the “fixed number of points” as stipulated in (6)above, determined by completing the prescribed procedures. However, if the requirements stipulated in
the Regulations on Directors’ Share Benefits are satisfied, instead of receiving a certain percentage of
the Company’s shares, the Directors shall receive monetary provisions equivalent to the market valueof the Company’s shares. The Trust may sell the Company’s shares in order to provide the monetaryprovisions.
Even if a Director, etc. has been granted points, he or she may not obtain the right to receive benefits if
a resolution is passed at a shareholders meeting or Board of Directors meeting to dismiss the individual,
or if he or she resigns due to certain misconduct during his or her term of office, or if he or she engages
in inappropriate conduct that may cause damage to the Company during his or her term of office.
The amount of compensation, etc. to be received by Directors shall be calculated by multiplying thetotal number of points to be granted to Directors at the time of granting points by the book value pershare of the Company’s shares held by the Trust (however, if a stock split, gratis allotment of shares, orreverse stock split, etc. is conducted with respect to the Company’s shares, the amount of suchcompensation, etc. shall be adjusted reasonably in accordance with said ratio, etc.). In addition, in cases
where cash is paid exceptionally in accordance with the provisions of the Regulations on Directors’
Share Benefits, if the amount is deemed appropriate, said amount shall be added to the amount of suchpayment.
(8) Exercising voting rights
Voting rights pertaining to the Company’s shares in the Trust Account shall not be exercised uniformlyin accordance with the instructions of Trust administrator. By using this method, the Company intends
to ensure neutrality toward the Company’s management with respect to the exercise of voting rights
pertaining to the Company’s shares in the Trust Account.
(9) Handling of dividends
Dividends for the Company’s shares in the Trust Account shall be received by the Trust and will be
used to pay for the acquisition of the Company’s shares and trust fees of the trustee related to the Trust.
In the event of termination of the Trust, any dividends, etc. remaining in the Trust will be donated to anorganization that has no interest in the Company in accordance with the provisions of the Regulations
on Directors’ Share Benefits.
(10) Treatment upon termination of the Trust
The Trust shall be terminated in the event of the delisting of the Company’s shares, the abolition of theRegulations on Directors’ Share Benefits, or other events. Of the remaining assets of the Trust at thetime of termination of the Trust, all of the Company’s shares shall be acquired by the Company free ofcharge and then cancelled by a resolution of the Board of Directors. Of the remaining assets of the Trust
upon termination of the Trust, the Company shall receive the remaining amount of money, excluding
the money to be donated to the organization in accordance with (9) above.

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<Reference: Structure of the Plan>[Settlor]
The Company[Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-entrusted to: Custody Bank of Japan,
Ltd.)

The Company’s shares, money

Instruction on
non-exercise of
voting rights

Trust administrator[Beneficiaries]
Persons who have retired from an(vi) Provision of
the Company’s
Shares, money.

office of Director, etc. and fulfill thebeneficiary requirements

1) The Company shall stipulate the “Share Delivery Regulations for Officers” within the framework
approved in this proposal.
2) The Company shall entrust the money within the limit approved in this proposal.
3) The money entrusted as described in 2) will be used by the Trust as funds to acquire the Company’s
shares through the stock market on which the Company’s shares are listed or by way of subscribing to
the disposition of the Company’s treasury shares.
4) The Company will grant points to Directors, etc. based on the “Share Delivery Regulations for Officers.”5) In accordance with the instruction of the trust administrator independent of the Company, the Trust shallnot exercise the voting rights for the Company’s shares within the Trust account.
6) The Trust will provide the persons who have retired from an office of Director, etc. and fulfill thebeneficiary requirements stipulated in the “Share Delivery Regulations for Officers” (such persons
hereinafter referred to as the “Beneficiaries”) with a number of the Company’s shares corresponding to
the number of points that have been granted to the Beneficiaries. However, if a Director, etc. fulfills therequirements stipulated in the Share Delivery Regulations for Officers, the Trust will provide him/herwith an amount of money equivalent to the market value of the Company’s shares for a certain percentage
of points.

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Acquisition ofrights to benefits(iii) Acquisitionof shares

Directors, etc.

(iv) Grant of points(v) Non-exercise
of voting rights(ii) Trust of money(i) Formulation of Share Delivery
Regulations for Officers