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 5, 2023
To our shareholders:
Masaru Ikemi,
President & CEO

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

Notice of the 79th Ordinary General Meeting of Shareholders
We are pleased to inform you of the 79th Ordinary General Meeting of Shareholders of Maruha Nichiro
Corporation (the “Company”), which will be held as indicated below. When convening this general meetingof shareholders, the Company takes measures for providing information that constitutes the content ofreference documents for the general meeting of shareholders, etc. (matters for which measures for providing
information in electronic format are to be taken) in electronic format, and posts this information as “Noticeof the 79th Annual General Meeting of Shareholders” on the Company’s website. Please access theCompany’s website by using the internet address shown below to review the information.
The Company’s website:
https://www.maruha-nichiro.co.jp/corporate/ir/stock/meeting.html (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this informationfrom the latter website, access the TSE website (Listed Company Search) by using the internet address shown
below, enter “Maruha Nichiro” in “Issue name (company name)” or the Company’s securities code “1333”
in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for public
inspection/PR information.” Under “Filed information available for public inspection,” click “Click here foraccess” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you will not be attending the meeting in person, please exercise your voting rights in writing (Voting Rights
Exercise Form) or via the Internet, etc. in advance. Please examine the Reference Documents for General
Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Monday, June 26, 2023 (JST).
The Company requests that shareholders attending the General Meeting of Shareholders check the status of
the spread of infections and their own physical condition, and be mindful of measures to prevent infection.
1. Date and Time:

Tuesday, June 27, 2023, at 10:00 a.m. (JST)

2. Venue:

Shinagawa Intercity Hall
15-4, Konan 2-chome, Minato-ku, Tokyo

3. Purpose
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 79th
fiscal year (from April 1, 2022 to March 31, 2023), and the results of audits of
the Consolidated Financial Statements by the financial auditor and the Audit &Supervisory Board-1-2. The Non-consolidated Financial Statements for the 79th fiscal year (from April
1, 2022 to March 31, 2023)
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 Eight Directors
Proposal No. 4: Election of Two Audit & Supervisory Board Members
Proposal No. 5: Approval of Merger Agreement• When you attend the meeting, you are kindly requested to submit the voting form that was sent together with this notice at
the reception of the meeting.
• Of the matters subject to measures for electronic provision, the “Status of Internal Control System in Accordance with theCompanies Act and the Operation Thereof” in the Business Report, the “Consolidated Statement of Changes in Equity” andthe “Notes to Consolidated Financial Statements” of the Consolidated Financial Statements, the “Non-consolidated
Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial
Statements, and “(2) Particulars related to the financial statements, etc., of the company disappearing in the absorption-typemerger (Maruha Nichiro Asset, Inc.)” in “3. Overview of the Content of Matters Set Forth in Article 191 of the Regulations
for Enforcement of the Companies Act” of “Proposal No. 5: Approval of Merger Agreement” in the Reference Documents
for General Meeting of Shareholders are not provided in paper-based documents to be delivered to shareholders who haverequested the delivery of paper-based documents, pursuant to the provisions of laws and regulations and Article 15 of theCompany’s Articles of Incorporation.
Accordingly, the paper-based documents to be delivered to shareholders who have requested the delivery of paper-based
documents were part of the documents audited by the Audit & Supervisory Board Members upon preparation of the audit
report and by the financial auditor upon preparation of the financial audit report.
• If voting rights have been exercised both in writing (by mail) and via the Internet, the exercise of voting rights via theInternet shall be treated as the valid exercise of voting rights. In addition, if voting rights have been exercised multiple times
via the Internet, the final votes submitted shall be treated as the valid exercise of voting rights.
• If there is no indication of a vote for or against any proposal on a returned Voting Rights Exercise Form, it shall be treatedas a vote for proposals submitted by the Company.
• If any matters requiring revision arise in the matters subject to measures for electronic provision, a notice of the revisions
and the details of the matters before and after the revisions will be posted on the Company’s aforementioned website andthe TSE website.

-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 79th 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
65 yen per share of common stock of the Company
Total dividends: 3,285,209,850 yen(3) Effective date of dividends of surplus
June 28, 2023

-3-

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Amendments(1) Under the provisions of the current Articles of Incorporation, in order to pay dividends of surplus toshareholders on the record date for dividends (March 31), it is necessary to hold and pass a resolution
at a General Meeting of Shareholders within three (3) months of this record date for dividends to ensurethat the effective date of the dividends can be met. Accordingly, the provisions of Article 37 of thecurrent Articles of Incorporation shall be partially amended to enable the Company to pay dividends ofsurplus to shareholders on the record date for dividends by resolution of the Board of Directors, only incases where the Board of Directors has judged that holding a General Meeting of Shareholders at theabove time will be difficult, owing to unforeseen circumstances, such as disaster or the spread of apandemic.
(2) In order to enhance opportunities for the Company to return profits to shareholders, provisions will becreated to the effect that the Company may pay interim dividends of surplus by resolution of the Boardof Directors, pursuant to the provisions of paragraph 5 of Article 454 of the Companies Act.
2. Details of the Amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Chapter 7
Accounts(Record Date for Dividends of Surplus)
Article 37
The record date for the term-end dividends shall be
March 31 of each year.
(Newly established)

Chapter 7
Accounts(Dividends of Surplus, etc.)
Article 37
1. The Company may, by resolution of a General Meetingof Shareholders, pay dividends of surplus with a record
date of March 31 of each year.
2. Notwithstanding the preceding paragraph, in cases when
unforeseen circumstances arise, such as disaster or the
spread of a pandemic, and the Board of Directors thus
judges that it is difficult to hold a General Meeting of
Shareholders, the Company may determine dividends ofsurplus and other matters set forth in items (ii) or (iv) of
paragraph 1 of Article 459 of the Companies Act byresolution of the Board of Directors, unless otherwise
provided for in laws and regulations.

(Newly established)(Interim Dividends of Surplus)
Article 38
The Company may, by resolution of the Board of
Directors, pay interim dividends of surplus with a record
date of September 30 of each year.

(Period of Limitation for Dividends from the Surplus)
Article 38(Article text omitted)(Period of Limitation for Dividends from the Surplus)
Article 39(As is)-4-

Proposal No. 3: Election of Eight Directors
The terms of office of all six Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, in order to strengthen the governance system, the Company proposes the election of eight
Directors, an increase of two Directors.
The candidates for Director are as follows.

No.

Name

Gender1

Reelection
Masaru Ikemi

Male

President & CEO and Representative Director

100%(17/17)2

Reelection
Sadahiko Hanzawa

Male

Executive Vice President and Representative Director
In charge of Product Development Department, Production
Management Department, Regional Branch Offices, and Extensive
Area Sales Department100%(17/17)3

New election
Kenji Funaki

MaleManaging Executive Officer
Director of Fishery Business Unit, Aquaculture Business Unit, andOverseas Business Unit

-

Male

Managing Executive Officer
Supervisor of Legal Affairs & Risk Management Department,
Corporate Planning Department, General Affairs Department,
Personnel Department, Corporate Branding Department, and Finance
Department
In charge of Accounting Department, Internal Auditing Department,
and Business Administration Department

-

Male

Outside Director

100%(17/17)

FemaleOutside Audit & Supervisory Board Member

100%(17/17)
*

4

5

6

7

8

New election
Seiichi Hiroshima

Reelection
Somuku Iimura

OutsideIndependent
New election
Katsue Okuda

OutsideIndependent
New election
Yoshiko Tonoike

OutsideIndependent
New election
Bradley Edmister

OutsideIndependent

Current Positions and responsibilities in the Company

Number ofattendance at
the Board of
Directors
meetings

Female-Male-

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for outside Director
Independent: Candidate for independent officer* Katsue Okuda’s number of attendance at the Board of Directors meetings is the number of attendance asan Outside Audit & Supervisory Board Member.

-5-

Candidate No.

1

Masaru Ikemi

Date of birth
December 22, 1957

Reelection[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1981
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
6,400
Nichiro Holdings, Inc.
Apr.
2011
Executive Officer of Maruha Nichiro Holdings, Inc.
Attendance at
Apr.
2014
Executive Officer of the Company
the Board of
Directors
Jun. 2014
Director
meetings
Apr. 2017Managing Executive Officer
100% (17/17) 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.

Candidate No.

2of birth
Sadahiko Hanzawa Date
November 23, 1959

Reelection[Career summary, and position in the Company]
Number of the
Apr.
1983
Joined the Company
Company’s
General Manager of Marine Products Sales Department
shares owned Apr. 2007
Apr.
2010
Executive
Officer of Maruha Nichiro Seafoods, Inc.
4,400
Apr. 2013
Director of Maruha Nichiro Seafoods, Inc.
Attendance at Apr. 2014
Executive Officer of the Company
the Board ofJun. 2014
Director
Directors
Apr.
2019Managing
Executive Officer
meetings
Jun. 2019
Director (current position)
100% (17/17)
Apr. 2020
Senior Managing Executive Officer
Apr. 2023
Executive Vice President and Representative Director (current position)[Responsibility]
Product Development Department, Production Management Department, Regional Branch Offices(Hokkaido, Tohoku, Kanto, Chubu, Kansai, Chugoku Shikoku, and Kyushu), and Extensive Area Sales
Department
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, Senior Managing Executive Officer from April
2020, and Executive Vice President and Representative Director (current position) from April 2023. 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 and business management.

-6-

Candidate No.

3Kenji Funaki

Date of birthJune 30, 1961

New election[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1984
General Manager of Marine Products Trade Department No.1 of Maruha Nichiro
shares owned Apr. 2011
Seafoods, Inc.
1,400
Apr. 2014
General Manager of North America Operations Department of the Company
Apr.
2017
Executive Officer
Attendance at
Apr.
2021
Managing
Executive Officer (current position)
the Board of
Directors[Responsibility]
meetings
Director of Fishery Business Unit, Aquaculture Business Unit, and Overseas Business Unit
Reasons for nomination as candidate for Director
Since joining the Company, Kenji Funaki has primarily been engaged in the marine products business and,after holding positions such as General Manager of North America Operations Department, he has served
as Managing Executive Officer of the Company (current position) from April 2021. The Company
nominates him as a candidate for Director having deemed that he has abundant work experience at theCompany and the knowledge and capability necessary to appropriately and impartially supervise generalmanagement and global business management.

Candidate No.

4

Seiichi Hiroshima

Date of birthJanuary 5, 1962

New election[Career summary, and position in the Company]
Number of the
Joined the Company
Company’s Apr. 1985
General Manager of Accounting Department
shares owned Apr. 2017
Apr. 2020
Executive Officer
3,900
Apr. 2023
Managing Executive Officer (current position)
Attendance at[Responsibility]
the Board ofSupervisor of Legal Affairs & Risk Management Department, Corporate Planning Department, General
Directors
Affairs Department, Personnel Department, Corporate Branding Department, and Finance Department
meetings
Accounting Department, Internal Auditing Department, and Business Administration Department
Reasons for nomination as candidate for Director
Since joining the Company, Seiichi Hiroshima has primarily been engaged in the administrative
department, including accounting and corporate planning, and after holding positions such as General
Manager of Accounting Department, he has served as Managing Executive Officer of the Company(current position) from April 2023. The Company 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 administrative work.

-7-

Candidate No.

5

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 of Masuda & Ejiri
Attendance at Jan. 1992
the Board of Jul. 2007
Joined Nishimura & Asahi
Directors
Jul. 2007
Partner of Nishimura & Asahi
meetings
Jun. 2014
Outside Director of the Company (current position)
100% (17/17) 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
Partner of Nishimura & Asahi LPC
Jan. 2020
Joined Natori Law OfficeJan. 2020
Senior Partner of Natori Law Office
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 of ITN Partners (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 amember of the Nomination and Compensation Committee as an advisory body to the Board of Directors,
he is expected to contribute from an objective and neutral standpoint to deliberation on candidates forofficers 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 nine years.

-8-Candidate No.

6

Katsue Okuda

Date of birth
December 28, 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
Joined Ogata Appraisal Corporation
shares owned Sep. 1997
Nov.
2000
Directorof Ogata Appraisal Corporation
300
Apr. 2006
Member of Tokyo District Court’s civil conciliation committee (current position)
Lecturer in Meiji University Graduate School of Global Business
Attendance at Apr. 2009
the Board of Nov. 2012
Outside member of Investment Committee of AEON Reit Management Co., Ltd.
Directors(current position)
meetings
Nov. 2017
Representative Director of Kudan Ogata Holdings Corporation
100% (17/17) Mar. 2018
Executive Director of Kenedix Residential Next Investment Corporation
Jun.
2018
OutsideCorporate Auditor of CERESPO CO., LTD.
* Number oftimes attended Jul. 2018
Representative Director of Kudan Urban Appraisal Co., Ltd.
as an outside Apr. 2021
Vice Chairman of Tokyo Civil Conciliation Association
Audit &
Outside Audit & Supervisory Board Member of the Company (current position)
Supervisory Jun. 2021
(scheduled
to retire on June 27, 2023)
Board
Oct.
2021
OutsideDirectorof CRE, Inc. (current position)
MemberJun. 2022
Outside Director of CERESPO CO., LTD. (current position)
Dec. 2022
Representative Director of Kudan Ogata Appraisal Firm (current position)
Reasons for nomination as candidate for outside Director and overview of expected role
Katsue Okuda has abundant experience and exceptional insight gained mainly through real estate appraisal
work, and the Company believes that she will contribute to the Company’s corporate governance andgroup management by providing opinions, based on knowledge of corporate management developed at
multiple companies, concerning group management from a perspective that differs from an inside Director.
Accordingly, the Company nominates her as a candidate for outside Director. If she is elected, as a memberof the Nomination and Compensation Committee as an advisory body to the Board of Directors, she isexpected to contribute from an objective and neutral standpoint to deliberation on candidates for officers
and the officer compensation system, standards, and compensation amount, etc.
She is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion ofthis meeting, her tenure as outside Audit & Supervisory Board Member will have been two years.

-9-Candidate No.

7

Yoshiko Tonoike

Date of birthJanuary 26, 1971

New election Outside Independent[Career summary, and position in the Company]
Number of the
Appointed as Prosecutor
Company’s Apr. 1997
Full-Time Instructor of Tatsumi Legal Institute, Co., Ltd. (current position)
shares owned Apr. 2017
Jun. 2021
Instructor of Meiji University Legal Laboratory (current position)
20,000Jun. 2021
Outside Director of Daitoh Trading Co., Ltd.
Registered as an attorney at law
Attendance at Nov. 2021
the Board of Nov. 2021
Joined Minaki & Kitazawa Law OfficeDirectors
Nov. 2021
Visiting Attorney of Minaki & Kitazawa Law Office (current position)
meetings
Reasons for nomination as candidate for outside Director and overview of expected role
Yoshiko Tonoike has knowledge of legal compliance gained as an attorney, and the Company believes that
she 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 her as a candidate for outside Director. She has never been directly involved in the
management of a company. However, the Company judges she will appropriately fulfill her duties as an
outside Director based on the above reasons. If she is elected, as a member of the Nomination andCompensation Committee as an advisory body to the Board of Directors, she is expected to contribute froman objective and neutral standpoint to deliberation on candidates for officers and the officer compensation
system, standards, and compensation amount, etc.

Candidate No.

8

Bradley Edmister

Date of birth
March 7, 1974

New election Outside Independent[Career summary, and position in the Company]
Number of the
Joined Sullivan & Cromwell law firm
Company’s Sep. 1999
Registered as an attorney at law in New York State (US)shares owned Feb. 2000
Apr.
2007
JoinedMilbank, Tweed, Hadley & McCloy law firm0
Apr. 2008
Lecturer of Keio University Law School (current position)
Joined Ropes & Gray law firm
Attendance at Oct. 2009
the Board of Oct. 2009
Partner of Ropes & Gray law firm
Directors
Sep. 2011
Joined Morgan, Lewis & Bockius law firm
meetings
Sep. 2011
Partner of Morgan, Lewis & Bockius law firm
Apr. 2022
Specially Invited Professor of Keio University Law School (current position)
Feb. 2023
Joined Hogan Lovells law firm
Feb. 2023
Partner of Hogan Lovells law firm (current position)
Reasons for nomination as candidate for outside Director and overview of expected role
Bradley Edmister has abundant experience and exceptional insight in the fields of M&A, private equity,
joint ventures, and other aspects of cross-border M&A, through his many years of experience as an
attorney in New York State (US), and the Company believes that he will contribute to the Company’s
corporate governance and group management by providing opinions concerning group management from aperspective that differs from an inside Director. Accordingly, the Company nominates him as a candidatefor outside Director. He has never been directly involved in the management of a company. However, theCompany judges he will appropriately fulfill his duties as an outside Director based on the above reasons.

(Notes)1
2
3

There is no special interest between any of the candidates and the Company.
Somuku Iimura, Katsue Okuda, Yoshiko Tonoike, and Bradley Edmister are candidates for outside Director.
Somuku Iimura and Katsue Okuda satisfy the requirements of the “Criteria for Independence of Outside
Director and Outside Audit & Supervisory Board Member” established by the Company, and the Company
appointed Somuku Iimura and Katsue Okuda as independent officers provided for under the provisions of the- 10 -

4

5

Tokyo Stock Exchange and registered them as such with that exchange. Yoshiko Tonoike and Bradley Edmistersatisfy the requirements of the “Criteria for Independence of Outside Director and Outside Audit & Supervisory
Board Member” established by the Company, and therefore, if they are elected and assume office as outside
Directors, the Company intends to appoint them as independent officers provided for under the provisions of
the Tokyo Stock Exchange and register them as such with that exchange. The “Criteria for Independence ofOutside Director and Outside Audit & Supervisory Board Member” established by the Company is presented
below.
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with
Somuku Iimura and Katsue Okuda to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act. The maximum amount of liability for damages under this agreement is limited to the minimum
liability amount provided for under laws and regulations. If Somuku Iimura is reelected and assumes office as
outside Director, said agreement will continue to be in effect. If Katsue Okuda is elected and assumes office asan outside Director, the liability limitation agreement that the Company has entered into with her will end, andthe Company intends to enter into a new agreement same as above with her to limit her liability for damages.
The maximum amount of liability for damages under this agreement will be the minimum liability amountprovided for under laws and regulations. If Yoshiko Tonoike and Bradley Edmister are elected and assume
office as outside Directors, the Company intends to enter into an agreement same as above with them to limit
their liability for damages. The maximum amount of liability for damages under this agreement will be theminimum liability amount provided for under laws and regulations.
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 damages arising fromclaims for such liabilities pursued against them. If the Director candidates are elected or 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.

- 11 -

Proposal No. 4: Election of Two Audit & Supervisory Board Members
The term of office of Ryusuke Aya as Audit & Supervisory Board Member will expire at the conclusion ofthis General Meeting of Shareholders. In addition, Katsue Okuda will resign at the conclusion of this meeting.
Therefore, the Company proposes the election of two Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Member are as follows.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
Candidate No.

1

Ryusuke Aya

Date of birth
May 20, 1960

Reelection Outside Independent[Career summary, and position in the Company]
Number of the
Joined The Industrial Bank of Japan, Limited
Company’s Apr. 1984
General Manager of Risk Management Division of Mizuho Corporate Bank, Ltd.
shares owned Apr. 2010
Apr.
2012
Executive
Officer of Mizuho Financial Group, Inc.
400
Apr. 2012
Executive Officer of Mizuho Bank, Ltd.
Executive Officer of Mizuho Corporate Bank, Ltd.
Attendance at Apr. 2012
the Board of Nov. 2013
Managing Executive Officer of Mizuho Financial Group, Inc.
Directors
Nov. 2013
Managing Executive Officer of Mizuho Bank, Ltd.
meetings
Nov. 2013
Managing Executive Officer of Mizuho Trust & Banking Co., Ltd.
100% (17/17) Nov. 2013
Managing Executive Officer of Mizuho Securities Co., Ltd.
Attendance at Apr. 2014
Executive Managing Director of Mizuho Bank, Ltd.
the Audit & Jun. 2014
Member of the Board of Directors, Managing Executive Officer of Mizuho Financial
Supervisory
Group, Inc.
Board
Jun.
2017
Memberof the Board of Directors (Audit & Supervisory Committee Member) of Mizuho
meetings
Bank, Ltd.
100% (7/7) Jun. 2017
Member of the Board of Directors of Mizuho Financial Group, Inc.
Jun. 2019
Outside Audit & Supervisory Board Member of the Company (current position)
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Ryusuke Aya 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, once
again nominates him as a candidate for outside Audit & Supervisory Board Member.
He is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion ofthis meeting, his tenure as outside Audit & Supervisory Board Member will have been four years.

- 12 -

Candidate No.

2

Yoshio Kimura

Date of birth
April 26, 1966

New election Outside Independent[Career summary, and position in the Company]
Number of the
Joined The Norinchukin Bank
Company’s Apr. 1989
General Manager of Naha Branch of The Norinchukin Bank
shares owned Jul. 2009
Jun.
2015
GeneralManager of JA Bank System Management Div. of The Norinchukin Bank
0
Jul. 2017
Executive Officer of The Norinchukin Bank
Full-Time Counselor of The Norinchukin Bank
Attendance at Apr. 2021
the Board of Jun. 2021
Outside Audit & Supervisory Board Member of Maruha Nichiro Logistics, Inc.
Directors(current position) (scheduled to retire on June 23, 2023)
meetings
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Yoshio Kimura has abundant experience and extensive insight through his long years of service in a
Attendance at financial institution, and expertise in financial accounting, and as such, the Company believes him to be
the Audit & capable of properly executing the duties of an outside Audit & Supervisory Board Member and,Supervisory accordingly, nominates him as a candidate for outside Audit & Supervisory Board Member.
Boardmeetings-(Notes)12
3

4

There is no special interest between any of the candidates and the Company.
Ryusuke Aya and Yoshio Kimura are candidates for outside Audit & Supervisory Board Member.
Ryusuke Aya satisfies the requirements of the “Criteria for Independence of Outside Director and Outside Audit& Supervisory Board Member” established by the Company, and the Company appointed Ryusuke Aya as anindependent officer provided for under the provisions of the Tokyo Stock Exchange and registered him as suchwith that exchange. Yoshio Kimura 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 iselected 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 that exchange. The “Criteria for Independence of Outside Director and Outside Audit &Supervisory Board Member” established by the Company is presented below.
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 candidates are elected or 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 renewaltime.

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(Reference) Skill Matrix of Directors and Audit & Supervisory Board Members after this Ordinary General
Meeting of Shareholders (tentative)
Main specialization/background
Human
Resources
Legal
Finance && Human
Affairs & AccountResources
Risk
ing
Development

Management &Business
Strategy

GlobalManagement

Sustainability

President &CEO andMasaruRepresenta- Ikemi
tive Director

●

●

●

Executive
Vice
President
SadahikoandHanzawa
Representative Director●

Director,
Managing
Executive
Officer

Kenji
Funaki●

Director,
Managing
Executive
Officer

Seiichi
Hiroshima●

OutsideDirector

SomukuIimura●OutsideDirector

KatsueOkuda

OutsideDirector

YoshikoTonoikeOutsideDirector

Bradley
Edmister●●

OutsideAudit &
Supervisory
Board
MemberRyusukeAya●●

OutsideAudit &
Supervisory
Board
MemberTaiichiOno●●

OutsideAudit &
Supervisory
Board
MemberYoshioKimura●●Audit &
Supervisory
Board
MemberHiroyukiTabe

OutsideAudit &
Supervisory
Board
MemberYoshitoKaneyama

Position

Name

Research&
Development●

DX &Intellectual
Property

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

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(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 Approval of Merger Agreement
1. Reasons for the Absorption-Type Merger
Maruha Nichiro Asset, Inc. is a wholly owned consolidated subsidiary of the Company, and is mainly
responsible for the real estate leasing business within the Group. Now, in order to consolidate management
resources and make management more efficient by integrating functions duplicated within the Group in
the Company, at a meeting of the Board of Directors held on May 8, 2023, the Company resolved to
conduct an absorption-type merger with Maruha Nichiro Asset, Inc., with the Company as the surviving
company, and entered into a merger agreement dated the same date.
As the effectiveness of this absorption-type merger is expected to result in the Company incurring a loss
on extinguishment of tie-in shares (approximately 2.0 billion yen), the Company hereby requests
shareholders’ approval for the absorption-type merger, in accordance with the provisions of the proviso
of paragraph 2 of Article 796 and item (i) of paragraph 2 of Article 795 of the Companies Act. Furthermore,as the absorption-type merger will be a merger with a wholly owned subsidiary of the Company, there
will be no impact on the Company’s consolidated financial results.
2. Overview of the Content of the Absorption-Type Merger Agreement
The content of the merger agreement entered into by the Company and Maruha Nichiro Asset, Inc. on
May 8, 2023, is as follows.
Absorption-Type Merger Agreement (Copy)
Maruha Nichiro Corporation (“Party A”) and Maruha Nichiro Asset, Inc. (“Party B”) hereby enter into anabsorption-type merger agreement (the “Agreement”) as follows, concerning an absorption-type merger
between Party A and Party B.
(Absorption-Type Merger)
Article 1 In accordance with the provisions of the Agreement, Party A and Party B shall conduct anabsorption-type merger (the “Absorption-Type Merger”), with Party A as the company surviving
the Absorption-Type Merger and Party B as the company disappearing in the Absorption-Type
Merger, and Party A shall succeed to all rights and obligations held by Party B.
(Trade Name and Address)
Article 2 The trade name and address of Party A, which is the company surviving the Absorption-Type
Merger, and the trade name and address of Party B, which is the company disappearing in theAbsorption-Type Merger, are as follows.
(1) Company Surviving the Absorption-Type Merger
Party A: Trade nameMaruha Nichiro Corporation
Address
2-20, Toyosu 3-chome, Koto-ku, Tokyo(2) Company Disappearing in the Absorption-Type Merger
Party B: Trade nameMaruha Nichiro Asset, Inc.
Address
2-20, Toyosu 3-chome, Koto-ku, Tokyo(Merger Consideration)
Article 3 As the Absorption-Type Merger shall be a merger between Party A, which is the wholly owningparent company, and Party B, which is the wholly owned subsidiary, it shall be a merger without
consideration, and when conducting the Absorption-Type Merger, Party A shall not deliver to theshareholders of Party B any money, etc., in exchange for the shares thereof, nor allot to them any
money, etc.
(Common Stock and Reserves of Party A)
Article 4 The amounts of common stock and reserves of Party A shall not increase as a result of theAbsorption-Type Merger.

- 16 -(Effective Date)
Article 5
1.
The effective date of the Absorption-Type Merger shall be April 1, 2024.
2.
If any procedures necessary for the Absorption-Type Merger cannot be completed by the day before
the effective date of the Absorption-Type Merger, the effective date may be changed in accordancewith the provisions of the Companies Act, upon consultation between Party A and Party B.
(Transfer of Assets, Liabilities, and Rights and Obligations)
Article 6 Party A shall succeed to all assets, liabilities, and rights and obligations held by Party B, on theeffective date.
(Duty of Due Care of a Prudent Manager)
Article 7 After entering into the Agreement, Party A and Party B shall execute their respective operations
and manage all property with the due care of a prudent manager, until the effective date.
(Approval at General Meeting of Shareholders)
Article 81.
Party A shall request a resolution at a General Meeting of Shareholders concerning approval for
the Agreement and any matters necessary for the Merger, by the day before the effective date.
2.
Party B shall conduct the merger in the Agreement without obtaining approval at a General Meetingof Shareholders, in accordance with the provisions of paragraph 1 of Article 784 of the Companies
Act.
(Amendments to the Merger Terms and Cancellation of the Agreement)
Article 9 In the event that during the period from the conclusion of the Agreement until the effective date,material changes arise to the status of the assets, management, or other factors of Party A or Party
B, owing to natural disasters or other reasons, or material hidden defects are discovered, theAgreement may be amended or cancelled, upon consultation between Party A and Party B.
(Consultation)
Article 10 Any matters not provided for in the Agreement and any matters for which doubts arise concerning
the interpretation of the Agreement shall be resolved upon consultation in good faith between
Party A and Party B.
In witness of the execution of the Agreement, copies of the Agreement shall be prepared in duplicate andsigned by Party A and Party B, and one copy shall be retained by each party.
If the Agreement is concluded by an electromagnetic means instead of in writing, the Agreement shall be
prepared in the form of an electromagnetic record in witness of the execution of the Agreement, and Party A
and Party B shall, after agreeing on the contents, electronically sign the Agreement and preserve theelectromagnetic record respectively.
May 8, 2023
Party A

Masaru Ikemi, Representative Director
Maruha Nichiro Corporation
2-20, Toyosu 3-chome, Koto-ku, Tokyo

Party B

Toshio Abe, Representative Director
Maruha Nichiro Asset, Inc.
2-20, Toyosu 3-chome, Koto-ku, Tokyo- 17 -

3. Overview of the Content of Matters Set Forth in Article 191 of the Regulations for Enforcement of theCompanies Act(1) Particulars regarding appropriateness of the consideration for the merger
As the relationship between the company surviving the absorption-type merger and the company
disappearing in the absorption-type merger is that of a wholly owning parent company and a wholly
owned subsidiary, no shares or other money, etc., will be delivered when conducting this merger.
(2) Particulars related to the financial statements, etc., of the company disappearing in the absorptiontype merger (Maruha Nichiro Asset, Inc.)
The financial statements, etc., for the final business year of the company disappearing in the absorptiontype merger are not provided in paper-based documents to be delivered to shareholders who haverequested the delivery of paper-based documents, pursuant to the provisions of laws and regulations
and the Company’s Articles of Incorporation.
(3) Details related to the disposal of important property, burden of major obligations, and any other events
that have a material impact on the status of company property occurring after the last day of the mostrecent business year of the Company and the company disappearing in the absorption-type merger
No items to report.
(4) Particulars related to prospects for performance of obligations by the company surviving theabsorption-type merger
The amount of assets of the company surviving the absorption-type merger after the merger is expected
to sufficiently exceed the amount of liabilities. In addition, in relation to the status of the revenue andcash flows of the company surviving the absorption-type merger after the merger, at the time ofsubmission, no circumstances are expected that would hinder the performance of obligations by thecompany surviving the absorption-type merger. Accordingly, the Company has judged that there areprospects for the performance of obligations by the company surviving the absorption-type merger after
the merger.

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