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

Securities code: 2915
June 8, 2023
(Start date of measures for electronic provision: June 6, 2023)
To Shareholders with Voting Rights:
Takashi Sumii
President and Representative
Director
KENKO Mayonnaise Co., Ltd.
3-3-16, Miyakodori, Nada-ku,
Kobe City, Hyogo, JapanNOTICE OF
THE 66TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 66th Ordinary General Meeting of Shareholders of KENKO
Mayonnaise Co., Ltd. (the “Company”) will be held as described below.
The Company has taken measures for electronic provision when convening this General Meeting of
Shareholders and the matters subject to measures for electronic provision are posted as the “Notice of
66th Ordinary General Meeting of Shareholders” on the following website on the internet.
The Company’s Website: https://www.kenkomayo.co.jp/en/ir
In addition to the website above, the matters to be provided electronically are posted on the website of
the Tokyo Stock Exchange (TSE). On the TSE’s website (Listed Company Search) below, please enter
the Company’s issue name (company name) or securities code to find the Company, select “Basic
Information” and then “Documents for public inspection/PR information,” and view the information.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Even if you do not attend the meeting, you can exercise your voting rights in advance in writing or via
the internet. Please review the Reference Documents for the General Meeting of Shareholders in thematters subject to measures for electronic provision and exercise your voting rights by 6:20 p.m. on
Tuesday, June 27, 2023 (Japan time).

-1-1. Date and Time:
2. Place:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time
(The venue opens at 9:00 a.m.)
Nakano Central Park Conference
4-10-2 Nakano, Nakano-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 66th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Company’s 66th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of Two (2) Corporate Auditors
Proposal 2:
Election of One (1) Substitute Corporate Auditor
Proposal 3:
 If you are attending the meeting in person, please submit the enclosed voting rights exercise form at
the reception desk of the venue.
 In the event that the matters subject to measures for electronic provision are revised, the content ofthese revisions will be posted on the websites stated in this notice.
 Should there be any major changes to how the General Meeting of Shareholders will be run based on
future developments, notices will be posted on the Company’s website(https://www.kenkomayo.co.jp/en/ir).

-2-

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

Election of Nine (9) Directors

The current term of office of all nine (9) Directors will expire at the conclusion of this meeting.
Accordingly, the Company proposes election of nine (9) Directors for a new term. The candidates for
Director are as follows.
[Reference] List of candidates
No.

Name

New appointment /reappointment /external

1

Takashi Sumii[Reappointment]

2

Kunikazu Shimamoto[Reappointment]

3

Yoichi Terajima[Reappointment]

4

Manabu Kawakami[Reappointment]

5

Kenji Tachibana

6

Hiroyuki Naraoka

7

Tomoko Mita

8

Chiharu Komachi

9

Yumiko Yoshie

Current positions and responsibilities
President and Representative Director
Nomination and Remuneration
Committee member
Director
Corporate Planning Division, Overseas
Business Division
Director and Executive Vice President
Administrative Unit, Quality Assurance
Division
Director
Sales Unit, Logistics Division

Director
Merchandise Division ,Product Development Division,[Reappointment]
Purchasing Division,
Nomination and Remuneration
Committee member
Executive Officer
Production Unit,[New appointment]
Affiliates Administration Business
Division[Reappointment] External Director[External]
Nomination and Remuneration[Independent]
Committee member[New appointment][External][Independent][New appointment][External][Independent]-3-

Attendanceat Board of
Directors’Meeting
15/15

15/15

15/15

15/15

15/15

-

15/15

-

-

No.

Name
(Date of birth)
Takashi Sumii(August 7, 1953)

1

2

Career summary, positions, responsibilities,
and significant concurrent positions
June 1978
June 1999
June 2000

Number ofshares of theCompany heldby the candidate

Joined the Company
Director of the Company
134,200
President and Representative Director of the[Reappointment]
Company (current position)[Reason for nomination as candidate for Director]
Attendance at Board of Mr. Takashi Sumii, as Representative Director, has engaged in corporate management
Directors’ Meeting:with leadership and decisiveness based on a wealth of experience and achievements,
15/15
steering the Company to its listing on the Prime Section of the Tokyo Stock Exchange
and building a robust management foundation. For the above reasons, the Company
Tenure as Director:
believes that he will be able to continue appropriately performing administration and
24 years (at thesupervision on management, and nominates him as a candidate for Director.
conclusion of the
Meeting)
Kunikazu Shimamoto April 1988
Joined the Company(December 16, 1965) April 2021
Executive Officer and General Manager, ProductDevelopment Division of the Company
22,435
June
2021
Director of the Company (current position)[Reappointment]
Responsibilities: Corporate Planning Division,
Overseas Business Division
Attendance at Board of[Reason for nomination as candidate for Director]
Directors’ Meeting:
Mr. Kunikazu Shimamoto, playing a leading role in the Company’s product
15/15
development, has made significant contribution to the development of our Group of
manufacturers. Since he deeply understands the significance of existence andTenure as Director:
objectives of the Group, he has the ability to develop the Company’s strength in an
2 years (at theincreasingly complex business environment. For the above reasons, the Company
conclusion of thenominates him as a candidate for Director.
Meeting)

-4-

No.

Name
(Date of birth)

4

April 1983
June 2019

Number ofshares of theCompany heldby the candidate

Joined the Company
Director and Managing Executive Officer of theCompany
8,170
June 2021
Director and Executive Vice President of theCompany(current
position)[Reappointment]
Responsibilities: Administrative Unit, Quality
Assurance Division
Attendance at Board of[Reason for nomination as candidate for Director]
Directors’ Meeting:
Mr. Yoichi Terajima has made significant contribution to the Company’s development,
15/15
proving his capabilities as General Manager of the Quality Assurance Division anddemonstrating leadership in a wide range of areas as Head of Production Unit andTenure as Director:
Head of Administrative Unit. Since assuming the office of Executive Vice President,
4 years (at thehe has assisted the President and led the business promotion across all areas ofconclusion of thecorporate management. For the above reasons, the Company nominates him as a
Meeting)
candidate for Director.
Manabu Kawakami November 1992 Joined the Company(March 29, 1967)
April 2021
Executive Officer and General Manager, Salad
Cafe/Delicatessen Business Division of the
5,451
Company[Reappointment]
June 2021
Director of the Company (current position)
Responsibilities: Sales Unit, Logistics Division
Attendance at Board of[Reason for nomination as candidate for Director]
Directors’ Meeting:
Mr. Manabu Kawakami, well versed in businesses involving fresh delicatessen, has
15/15
made significant contribution to the Company’s development such as by spearheading
the expansion of delicatessen sales at group companies. Since assuming the office ofTenure as Director:
Director, he has powerfully advanced the delicatessen business of the entire group. For
2 years (at thethe above reasons, the Company nominates him as a candidate for Director.
conclusion of the
Meeting)
Yoichi Terajima(January 15, 1961)

3

Career summary, positions, responsibilities,
and significant concurrent positions

-5-

No.

Name
(Date of birth)

6

April 1990
July 2020

Number ofshares of theCompany heldby the candidate

Joined the Company
Factory General Manager, Gotenba Factory of theCompany
6,422
June 2021
Director of the Company (current position)[Reappointment]
Responsibilities: Merchandise Division, ProductDevelopment Division, Purchasing Division
Attendance at Board of [Reason for nomination as candidate for Director]
Directors’ Meeting:
Mr. Kenji Tachibana has made significant contribution to the Company, ensuring its
15/15
competitive advantage by leading the area of fundamental research for many years,
including devising of proprietary production methods. Since assuming the office ofTenure as Director:
Director, he has utilized his analytical skills and taken on a central role in corporate
2 years (at the
management in a position of overseeing corporate planning, overall administration, andconclusion of theoverseas business. For the above reasons, the Company nominates him as a candidate
Meeting)for Director.
April 1994
Joined the Company
July 2020
General Manager, Product Development Division
Hiroyuki Naraokaof the Company
4,531(April 22, 1967)
April 2022
Executive Officer of the Company (current
position)
Responsibilities: Production Unit, Affiliates[New appointment]
Administration Business Division[Reason for nomination as candidate for Director]
Attendance at Board ofMr.
Hiroyuki Naraoka has consistently demonstrated solid analytical skills andDirectors’ Meeting:leadership through his various key roles including General Manager of the ProductDevelopment Division and of the Production Unit. With considerable expertise he has
gained over the years from his experience working overseas and as Factory General
Tenure as Director:
Manager, the Company believes that he is the talent required for the further
advancement of the Group as a manufacturer. For the above reasons, the Company
nominates him as a new candidate for Director.
Kenji Tachibana(May 9, 1966)

5

Career summary, positions, responsibilities,
and significant concurrent positions

-6-

No.

Name
(Date of birth)

Tenure as Director:
4 years (at theconclusion of the
Meeting)
Chiharu Komachi(April 22, 1957)

8

Number ofshares of theCompany heldby the candidate

Joined the TOKYO Regional Taxation Bureau
Established the Tomoko Mita Tax Accountant
0
Office (current position)
June
2019
External
DirectoroftheCompany(current[Reappointment]
position)[External][Reason for nomination as candidate for External Director and outline of expected roles][Independent]
Ms. Tomoko Mita possesses a wealth of experience and a wide range of expertise as a
tax accountant. The Company nominates her as a candidate for External Director in the
Attendance at Board ofhope that she will provide appropriate opinions on management of the Company from a
Directors’ Meeting:fair and objective standpoint.
15/15
Tomoko Mita
(March 14, 1960)

7

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
October 2017

June 2015

External Director of CEMEDINE Co., Ltd.
(current position)
1,000
July 2015
Counselor of the Company (current position)
April 2022
Corporate Adviser of Toppan Inc. (current[New appointment]
position)[External][Reason for nomination as candidate for External Director and outline of expected roles][Independent]
Mr. Chiharu Komachi possesses extensive experience and a broad range of expertise asa corporate executive over many years. In the hope that he will provide objective andAttendance at Board of
specialized guidance as the Company aspires to become a global enterprise, theDirectors’ Meeting:Company nominates him as a new candidate for External Director.
Tenure as Director:
-

-7-

No.

Name
(Date of birth)

Number ofshares of theCompany heldby the candidate

Toyo University, Professor of Faculty of Life
Sciences, Department of Food and Life Sciences
April 2013
Toyo University, Professor of Faculty of Food and
1,400
Nutritional Sciences, Department of Food and Life
Sciences (current position)[New appointment]
July 2019
University of Strasbourg (France) exchange[External]
researcher[Independent][Reason for nomination as candidate for External Director and outline of expected roles]
Ms. Yumiko Yoshie has accumulated extensive knowledge in food chemistry and foodAttendance at Board ofanalysis through long years of experience as an expert in these fields. She served as an
Directors’ Meeting:External Director of the Company since 2017 and stepped down in 2019 due to an
overseas assignment. With the drastic changes caused by the COVID-19 pandemic,
however, her knowledge in food hygiene and other areas will prove more valuable than
Tenure as Director:
ever. The Company therefore proposes the election of Ms. Yumiko Yoshie as anExternal Director.
Yumiko Yoshie(March 18, 1965)

9

Career summary, positions, responsibilities,
and significant concurrent positions
April 2010

Notes: 1. There are no special interests between any of the candidates for Director and the Company.
2. Ms. Tomoko Mita, Mr. Chiharu Komachi, and Ms. Yumiko Yoshie are candidates for External
Director. Ms. Tomoko Mita was elected External Director of the Company at the 62nd
Ordinary General Meeting of Shareholders held on June 26, 2019, and her tenure will be four
years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The number of shares of the Company held by each candidate indicated above is the sum of
the number of shares they hold and their share in the shareholding association (shares lessthan one are rounded down).
4. The Company has established the Policies and Procedures for Nominating Candidates for
Director and Corporate Auditor, as well as the Independence Standards and Qualifications ofIndependent External Directors (the Company’s website:
https://www.kenkomayo.co.jp/cms/pdf/governance/20220927_cgreport.pdf).
All candidates for External Director in this proposal meet these standards.
5. The Company has designated Ms. Tomoko Mita as an independent officer as stipulated by therules of the Tokyo Stock Exchange, and notified the exchange to that effect. If she is elected
as originally proposed and assumes office, the Company plans to maintain her status as
independent officer. Mr. Chiharu Komachi and Ms. Yumiko Yoshie satisfy requirements forindependent officers as stipulated by the rules of the exchange, and if they are elected asoriginally proposed and assume office, the Company plans to notify the exchange of them as
independent officers.
6. The Company has entered into a directors and officers liability insurance agreement asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurancecompany. The insurance agreement covers damages to be borne by insureds that may arise
from an insured being liable for execution of their duties as Director and/or officer or
receiving a claim pertaining to the pursuit of such liability. Each of the candidates will be
included as an insured under this insurance agreement. Furthermore, the Company plans torenew the agreement with equivalent terms and conditions at the time of next renewal.
7. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and Article 31of the Company’s Articles of Incorporation, the Company has entered into liability limitation-8-

agreements with Ms. Tomoko Mita to limit her liability for damages under Article 423,
paragraph (1) of the same Act. The maximum amount of liability under these agreements isthe minimum amount of liability provided for in laws and regulations. If the candidate isreappointed, the Company plans to maintain these agreements. If Mr. Chiharu Komachi and
Ms. Yumiko Yoshie are newly elected as originally proposed and assume office, the Company
plans to enter into similar agreements with them.
8. If Mr. Takashi Sumii, Mr. Yoichi Terajima, Ms. Tomoko Mita, Mr. Chiharu Komachi, and Ms.
Yumiko Yoshie are elected as originally proposed and assume office, they will also assume
the position of Nomination and Remuneration Committee member.

-9-[Reference] Expertise and Experience of Directors (Skills Matrix)
Name

Corporate
management

Finance andaccounting

Legal affairs,
compliance,and riskmanagement

MarketingTakashi Sumii●●

Kunikazu
Shimamoto●●

Yoichi Terajima●

ManabuKawakami●

Kenji Tachibana●

Hiroyuki Naraoka●

Tomoko Mita
Chiharu Komachi●●

Production
andtechnologicaldevelopment●

Globalbusiness

Sustainability(ESG)

Markettrends of
products andrawmaterials

●

●

●

●

●

●

●

●
●

●

●

●
●

●
●

●
●

●

●
●

●

●

Yumiko Yoshie●- 10 -●●

Expertise

Corporate management

Finance and accounting

Legal affairs, compliance,and risk management

Marketing

Production andtechnological development
Global business

Sustainability (ESG)

Market trends ofproducts and raw materials

Reasons for selecting the item
Leadership and decisiveness for steering an organization
toward its goals are required in order to instill andcommunicate the Company’s management vision andexecution policies both internally and externally, and toincrease its corporate value.
Expertise in the areas of finance and accounting is required inorder to build a robust financial foundation that can support
growth strategies, and to execute precise capital policies.
Expertise in compliance and risk management skills formaintaining an awareness of crisis even during ordinary times
and preventing potential risks from materializing are requiredin order to ensure soundness and obtain trust from society.
Capabilities to accurately analyze markets, customers,
products, and information are required in order to fulfill social
roles expected of the Company amid an uncertain andcomplicatedly changing management environment.
Expertise and experience in production technology and productquality are required in order to further enhance its corporate
value as a manufacturer.
Expertise and experience for actively and prominently
approaching overseas markets are required in order to ensure
the Group’s ongoing survival and development.
An attitude and expertise for always maintaining a long-term
perspective and harmonizing with various environments bothin and outside of the Company are required in order to advancethe Sustainability Policy.
Capabilities for ascertaining the market trends of product and
raw materials in a timely manner are required in order to adapt
to an uncertain and constantly changing environment.

- 11 -

Composition of the Board of Directors, policies and procedures for selecting candidates for Director, andindependence standards
1. Composition of the Board of Directors(1) The Board of Directors shall have an appropriate number of Directors in light of the businessenvironment and management strategies.
(2) At least one-third of members of the Board of Directors shall be independent External Directors.
(3) The Board of Directors shall be made up to ensure both diversity and appropriate size, inconsideration of knowledge, experience, capabilities, and other factors for effectively fulfilling
their roles and responsibilities, upon selecting skills that are required of the Company’s Directors
in light of management strategies.
2. Policies and procedures for selecting candidates for Director
The Company selects as candidates for Director those who have the will to realize the Group’s company
philosophy, as well as ingenuity, decision-making and execution skills, crisis management skills,
leadership, and bravery.
When selecting candidates, the Nomination and Remuneration Committee, which is an advisory body to
the Board of Directors chaired by an independent External Director and a majority of whose members
consists of independent External Directors, deliberates and reports its results to the Board of Directors,
which in turn makes a decision respecting such results as much as possible.
3. Independence standards
The Company determines that an External Director or External Corporate Auditor is independent if they
do not meet any of the following conditions, in addition to adhering to standards stipulated by financial
instruments exchanges.
(1) [Suppliers] A business partner whose net sales to the Company during the most recent fiscal year
exceeded 2% of its annual consolidated net sales, or a person executing the business of such entity(2) [Clients] A business partner from which the Company earned net sales exceeding 2% of theCompany’s annual consolidated net sales during the most recent fiscal year, or a person executing
the business of such entity(3) [The Company being a major shareholder] A person executing the business of a company in which
the Company directly or indirectly held at least 10% of total voting rights as of the end of the mostrecent fiscal year(4) [Major shareholders of the Company] A person executing the business of a company that directly
or indirectly held at least 10% of total voting rights in the Company as of the end of the mostrecent fiscal year(5) [Lenders] An entity that was lending an amount exceeding 2% of the Company’s consolidated total
assets to the Group as of the end of the most recent fiscal year, or a person executing the businessof such entity(6) [Advisors, etc.] A consultant, accounting expert, legal expert, etc. who received money and/or
other properties exceeding 10 million yen that are not officer remuneration during the most recent
fiscal year
(7) A person who had met any of the above conditions (1) through (6) within the past year

- 12 -

Proposal 2:

Election of Two (2) Corporate Auditors

Mr. Yoshio Harada, a Corporate Auditor, passed in September 2022, while Mr. Noriki Kanda will resign
as a Corporate Auditor at the conclusion of this meeting. Accordingly, the Company proposes the electionof two new Corporate Auditors. The Company has obtained consent from the Board of Corporate
Auditors on this proposal.
The candidates for Corporate Auditors are as follows.

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany heldby the candidate

February 1990
June 2011

1

2

Joined the Company
Director and General Manager of Finance andTakashi Murata
26,000Accounting Division of the Company(August 28, 1961)
April 2021
President and Representative Director of DIET
COOK SHIRAOI Co., Ltd.
[New appointment][Reason for nomination as candidate for Corporate Auditor]
Mr. Takashi Murata has held key positions that support the core of the Company as a
Attendance at Board of Director, including General Manager of the Production Division, the Finance andCorporate Auditors’
Accounting Division, and the Corporate Planning Office. After serving in these roles,
Meeting:
he has demonstrated great management skills by improving the performance of theCompany’s consolidated subsidiaries, KANTOH DIETCOOK Co., Ltd. and DIET
COOK SHIRAOI Co., Ltd. With his long years of experience in financial operations,
Tenure as Corporate
he possesses deep expertise of finance and accounting. The Company believe that he
Auditor:can fulfill his duties in an impartial and objective manner, making decisions in the bestinterest of the Company’s management. Therefore, the Company nominates him as a
new candidate for Corporate Auditor.
Kiyoharu Sato
April 1975
Joined the TOKYO Regional Taxation Bureau(March 28, 1957)
July 2016
District Director of Yokohama-naka Tax Office0
August 2017
Established Sato Kiyoharu Tax Accountant
Office (current position)[New appointment][Reason for nomination as candidate for External Corporate Auditor][External]
Mr.
Kiyoharu Sato possesses a wealth of experience and a wide range of knowledge as[Independent]
a tax accountant. The Company believes that he will appropriately execute his duties
Attendance at Board of from a fair and objective standpoint, and therefore nominates him as a new candidate
Corporate Auditors’
for External Corporate Auditor.
Meeting:
Tenure as Corporate
Auditor:-

Notes: 1. There are no special interests between any of the candidates for Corporate Auditor and theCompany.
2. Mr. Kiyoharu Sato is a candidate for External Corporate Auditor.
3. The number of shares of the Company held by each candidate indicated above is the sum of
the number of shares they hold and their share in the shareholding association (shares lessthan one are rounded down).

- 13 -

4. The Company has established the Policies and Procedures for Nominating Candidates for
Director and Corporate Auditor, as well as the Independence Standards and Qualifications ofIndependent External Directors (the Company’s website:
https://www.kenkomayo.co.jp/cms/pdf/governance/20220927_cgreport.pdf).
The candidate for External Corporate Auditor in this proposal meets these standards.
5. Mr. Kiyoharu Sato satisfies requirements for an independent officer as stipulated by the rulesof the Tokyo Stock Exchange, and if he is elected as originally proposed and assumes office,
the Company plans to notify the exchange of him as an independent officer.
6. The Company has entered into a directors and officers liability insurance agreement asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurancecompany. The insurance agreement covers damages to be borne by insureds that may arise
from an insured being liable for execution of their duties as Director and/or officer or
receiving a claim pertaining to the pursuit of such liability. The candidate will be included as
an insured under this insurance agreement.
7. If Mr. Kiyoharu Sato is elected and assumes the office of Corporate Auditor, the Company
will enter into a liability limitation agreement with him to limit his liability for damages
under Article 423, paragraph (1) of the Companies Act pursuant to the provisions of Article
427, paragraph (1) of the same Act and Article 42 of the Company’s Articles of Incorporation.
The maximum amount of liability under the agreement is the minimum amount of liability
provided for in laws and regulations.

- 14 -

Proposal 3:

Election of One (1) Substitute Corporate Auditor

To prepare for the event that the number of Corporate Auditors falls below the number required by laws
and regulations, the Company proposes the election of one substitute Corporate Auditor as stipulated in
Article 329, paragraph (3) of the Companies Act.
The Company has obtained consent from the Board of Corporate Auditors on this proposal.
The candidate for Substitute Corporate Auditor is as follows.
Name(Date of birth)
Akitoshi Yamashita(May 17, 1963)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany heldby the candidate

October 2000

Certified as an attorney, Joined Yamazaki Law
OfficeMarch 2010
Established Yamashita Law Office (current
1,000
position)[New appointment]
February 2016
External Corporate Auditor of United & Collective[External]
Co., Ltd. (current position)[Independent][Reason for nomination as candidate for substitute Corporate Auditor]
Mr. Akitoshi Yamashita possesses a wealth of experience and a wide range of expertise
Attendance at Board ofas a lawyer. In the hope that he will provide appropriate opinions on management ofCorporate Auditors’
the Company from a fair and objective standpoint, the Company nominates him as a
Meeting:
candidate for substitute Corporate Auditor.
Tenure as Corporate
Auditors:-

Notes: 1. There are no special interests between the candidate and the Company.
2. Mr. Akitoshi Yamashita is a candidate for substitute External Corporate Auditor.
3. The number of shares of the Company held by each candidate indicated above is the sum of
the number of shares they hold and their share in the shareholding association (shares lessthan one are rounded down).
4. The Company has established the Policies and Procedures for Nominating Candidates for
Director and Corporate Auditor, as well as the Independence Standards and Qualifications ofIndependent External Directors (the Company’s website:
https://www.kenkomayo.co.jp/cms/pdf/governance/20220927_cgreport.pdf).
The candidate in this proposal meets these standards.
5. Mr. Akitoshi Yamashita satisfies requirements for an independent officer as stipulated by therules of the Tokyo Stock Exchange, and if he is elected as originally proposed and assumes
office, the Company plans to notify the exchange of him as an External Corporate Auditor.
6. The Company has entered into a directors and officers liability insurance agreement asprovided for in Article 430-3, paragraph (1) of the Companies Act with an insurancecompany. The insurance agreement covers damages to be borne by insureds that may arise
from an insured being liable for execution of their duties as Director and/or officer or
receiving a claim pertaining to the pursuit of such liability. If Mr. Akitoshi Yamashita iselected and assumes the office of External Corporate Auditor, he will be included as aninsured under this insurance agreement.
7. If the election of Mr. Akitoshi Yamashita is approved and he assumes the office of External
Corporate Auditor, the Company will enter into a liability limitation agreement with him to- 15 -

limit his liability for damages under Article 423, paragraph (1) of the Companies Act
pursuant to the provisions of Article 427, paragraph (1) of the same Act and Article 42 of theCompany’s Articles of Incorporation. The maximum amount of liability under the agreement
is the minimum amount of liability provided for in laws and regulations.

- 16 -