Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
The company is not responsible for the accuracy or completeness of the translation.

(Securities code: 4028)
June 5, 2020
To Those Shareholders with Voting Rights
Kenichi Tanaka
Executive Director, President
ISHIHARA SANGYO KAISHA, LTD.
3-15, Edobori 1-chome, Nishi-ku, Osaka

NOTICE OF THE 97th ORDINARY GENERAL MEETING OF SHAREHOLDERSFirstly, we would like to extend our sincere thanks for your ongoing support.
You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders to be held as
follows.
With a view to preventing the spread of the new coronavirus infection, we would like to draw yourattention to your health condition. For those who have symptoms such as flu or are in poor
physical condition, as well as those who are of advanced age, have an underlying disease, or are
pregnant, we ask that you consider refraining as far as possible from attending the Ordinary
General Meeting of Shareholders this year.
If you are unable to attend the meeting, please exercise your voting rights in writing or via theInternet, etc., by 5:30 p.m. on Wednesday, June 24, 2020, after reading the attached REFERENCE
DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.
1.
2.

3.

Date and Time: 10:00 a.m., Thursday, June 25, 2020 (Reception opens: 9:00 a.m.)
Venue: Hall on the 5th floor of Shin-Ishihara Building, at 3-15, Edobori 1-chome, Nishi-ku,
Osaka(Shin-Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro
Yotsubashi Line.)
Objectives of the Meeting
Reports:
1. The Business Report, the Consolidated Financial Statements for the 97th Fiscal Term (from
April 1, 2019 to March 31, 2020), and the Audit Reports thereof prepared by the accounting
auditors and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 97th Fiscal Term (from April 1, 2019 toMarch 31, 2020)
Matters to Be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments of the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member-1-4. How to Exercise Your Voting Rights
If you are attending the General Meeting of Shareholders
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at themeeting.
Date & Time: 10:00 a.m., Thursday, June 25, 2020
(Reception opens: 9:00 a.m.)

If you are exercising your voting rights in writing
Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights
Exercise Form enclosed herewith, and return it to us.
Deadline: The form should arrive by 5:30 p.m., Wednesday, June 24, 2020.
If you are exercising your voting rights via the Internet, etc.
Please first read the attached Guidelines for the Exercise of Voting Rights via the Internet, etc. (pp.
3) and indicate your approval or disapproval.
Deadline: Entry should be accepted by 5:30 p.m., Wednesday, June 24, 2020.
■If you have exercised your voting rights both in writing and via the Internet, etc., the votes cast via the Internet, etc. shallbe deemed valid. If you have exercised your voting rights via the Internet, etc. multiple times, the votes cast last shall bedeemed valid.
■The costs incurred for access to the website for the exercise of voting rights via the Internet (such as Internet connection
fees, phone charges, etc.) shall be borne by the shareholders.
■In some circumstances, you may not be able to use the website to exercise your voting rights via the Internet due to yourInternet environment, ISP service, or device model.

5. Disclosure via the Internet
The items listed below are made available on our website on the Internet (URL below) in accordancewith laws and ordinances, as well as the provisions of Article 19 of our Articles of Incorporation, andare therefore not included in the reference documents attached hereto.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements
Thus, the reference documents attached hereto constitute part of the subjects audited by the Audit &Supervisory Board Members and the accounting auditors in preparing their Audit Reports.
Our website (https://www.iskweb.co.jp/ir/stockholders.html)
If any situation arises that requires amendment to the REFERENCE DOCUMENT FOR THE
GENERAL MEETING OF SHAREHOLDERS, the Business Report, the Consolidated Financial
Statements, or the Non-consolidated Financial Statements, such amendment will be posted on the
Company’s website (https://www.iskweb.co.jp).

-2-

Guidance on the Exercise of Voting Rights via the Internet,etc.
How to scan the QR code
“Smart Voting”
You can log in to the voting rights exercise
website without entering a “voting rights
exercise code” and a “password.”❶ Please use your smartphone to scan the“voting rights exercise website login QR
code” on the bottom right of the voting
rights exercise form.
❷ Please enter your vote for each proposal
by following the instructions on thescreen.

Voting rights can be exercised only once
using “Smart Voting.”
If you want to change your vote after
exercising your voting rights, please enter
the “voting rights exercise code” and“password” on the voting rights exercise
form to log in to the voting rights exercise
website by following the instructions under“How to enter a voting rights exercise code
and a password” on the right hand side, andexercise your voting rights again.
* You can access the voting rights exercise
website on the right hand side by scanning
the QR code again.
* “QR code” is a registered trademark of
DENSO WAVE INCORPORATED.
Please call the number on the righthand side, if you have any questions
relating to the exercise of voting rights
via the Internet.

How to enter a voting rights exercise code and apassword
The voting rights exercise website:

https://www.web54.net❶ Please access the voting rights exercise
website.
❷ Please enter the “voting rights exercisecode” on the bottom left of the reverse sideof the voting rights exercise form.
❸ Please enter the “password” on the bottom
left of the reverse side of the voting rights
exercise form.
❹ Please enter your vote for each proposal byfollowing the instructions on the screen.

Transfer Agency Web Support
Hotline, Sumitomo Mitsui Trust Bank

0120-652-031
Business hours: 9:00 a.m. to 9:00 p.m.

To institutional investors
In addition to the exercise of voting rights via the Internet as stated above, you may use the electronic voting
platform operated by ICJ, Inc. only if you apply for its use in advance.

-3-

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References

Proposal No. 1

Appropriation of Surplus

One of the most important management policies of the Company is to return profits to our shareholders
by improving the Company’s corporate value.
Our basic principle for dividend distribution is to continue to implement stable dividend distribution
according to our business performance, taking into comprehensive consideration the business trends,
financial condition, and need to enhance our internal reserve for business expansion into the future.
Incidentally, the Company will celebrate the 100th anniversary of its founding in September 2020. Upon
comprehensive consideration of the above policy, the business results for the year ended March 2020,
and the celebration of the 100th anniversary, we have decided to pay a commemorative dividend of 8 yen
per share in addition to an ordinary dividend of 12 yen per share, resulting in a total dividend of 20 yen
per share, to express our gratitude to our shareholders for their ongoing support and cooperation.
1.

Type of dividend property
Cash

2.

Matters concerning the allocation of dividend property to shareholders and the total
amount thereof
20 yen per share of common stock of the Company (ordinary dividend: 12 yen, 100th
anniversary commemorative dividend: 8 yen)
Total: 799,215,100 yen

3.

Date on which the dividend of surplus takes effectJune 26, 2020

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposal No. 2
1.

Partial Amendments of the Articles ofIncorporation

Reasons for amendments(1) Shortening the terms of office of Directors
We have decided to shorten the terms of office of Directors from two years to one year toclearly define the management responsibility of Directors and to establish the
management structure to immediately respond to changes in the business environment.
Therefore, we will partially amend Article 22 (Terms of office of Directors) in the current
Articles of Incorporation. Accordingly, we will delete Article 22 Paragraph 2, a provision
regarding the term of office of a Director elected to fill a vacancy created by theretirement of a Director.
(2) Abolishment of the Advisory system
We have decided to abolish the Advisory system to establish a more transparent
management system and to clearly define the management responsibility. Therefore, wewill delete Article 31 (Advisor) in the current Articles of Incorporation and renumber thesubsequent articles accordingly.

2.

Details of the proposed amendments
Details of the proposed amendments to the Articles of Incorporation are as follows:

Current Articles of Incorporation(Terms of office of Directors)
Article 22 The term of office of Directors shall
expire at the conclusion of theOrdinary General Meeting of
Shareholders for the last businessyear ending within two (2) years
after their election.
2.

The term of office of a Director
elected to fill a vacancy created by
the retirement of a Director before
the expiration of the term of officeshall expire at the expiration of theterm of office of the retired
Director.

(Advisor)
Article 31

The Company may appoint an
Advisor by a resolution of the Boardof Directors.
Article 32 to Article 47 (Omitted)-5-(Underlined portions are amended.)
Proposed amendments(Terms of office of Directors)
Article 22 The terms of office of Directors
shall expire at the conclusion of theOrdinary General Meeting of
Shareholders for the last businessyear ending within one (1) year after
their election.
(Deleted)(Deleted)
Article 31 to Article 46 (No changes)

Proposal No. 3

Election of Nine (9) Directors

If Proposal No. 2 “Partial Amendments of the Articles of Incorporation” is approved, the terms of officeof the current seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders.
Subject to the approval of Proposal No. 2 “Partial Amendments of the Articles of Incorporation,” wepropose that the number of Directors be increased by two to further enhance the management structure
for promoting the medium-term management plan, and to strengthen the supervisory function of theBoard of Directors and improve corporate governance, and therefore that nine (9) new Directors (three(3) of which are Outside Directors) be elected.
The candidates for Directors are as follows:
Candidate
No.

1

2

3

4

5

6

7
8
9

Posts andTerm ofresponsibilities
office asheld at the
Director
Company
Executive
Director,
Kenichi Tanaka Reappointment President &6 years
Chief Executive
Officer
Director,
Managing
Executive
Officer, andTeruaki Matsue Reappointment Director of
3 years
Corporate
Administration& Planning
Headquarters
Director,
Managing
Executive
Kiyomitsu
Officer, andReappointment
2 years
YoshidaDirector of
Biosciences
Business
Headquarters
Director,
Managing
Executive
Yasunobu
Officer, andReappointment
1 yearKawazoeDirector of
Finance &Accounting
Headquarters
Director,
Managing
Executive
Hideo Takahashi Reappointment
1 yearOfficer, andDirector of
Yokkaichi Plant
Managing
Executive
Officer, Directorof Inorganic
New
Masaki Shimojo
Chemicals Sales
appointment& Marketing,and Director of
R&D Strategy
Headquarters
Hiroshi
Director
Reappointment
3 years
Katsumata(Outside)
TatsuoDirector
Reappointment
1 yearHanazawa(Outside)New
Satoshi Andoappointment

Reappointment

Full name

Candidate for reappointment

Personnel
Legal andCorporateand GeneralRiskmanagement
affairs
management

●

●

●

MarketingPublicOverseas
Financial administrationwork
accounting
and Public
experience
policy

●

●

●

●

●

●

Production
and R&D

●

●

●

●

●

●

●

●

●

●

●

●
●
●

●

New appointment

Candidate for new Director

●

●

●

●

●

(Notes)1. The posts and responsibilities held at the Company of the above candidates for Directors are as of before this General
Meeting of Shareholders.
2. Nomination of the candidates for Directors is decided at the Board of Directors after consulting with the Personnel
Committee, consisting of independent Outside Directors and Outside Audit & Supervisory Board Members. The Board of
Directors nominates the persons who are deemed appropriate as candidates for Directors after comprehensive examinationof their personalities, knowledge, abilities, etc. based on the perspective of prompt and proper decision making.

-6-

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

1

Kenichi Tanaka (Born on January 18, 1954)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
17,000 shares
Term of office as Director
6 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
14 times / 14 meetings (100%)

April 1976
April 2009
June 2011
June 2012
June 2014
June 2015

February 2016

June 2017

Joined the Company
Executive Officer, and Acting Director of
General Affairs Headquarters
Executive Officer, and Director of General
Affairs Headquarters
Managing Executive Officer, and Directorof General Affairs Headquarters
Director, Managing Executive Officer, andDirector of General Affairs Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance
Officer (CCO), Chairman of Compliance
Committee, Director of Business Strategy
Office, and Director of General Affairs
Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance
Officer (CCO), Chairman of Compliance
Committee, and Director of General Affairs& Human Resources Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance
Officer (CCO), and Chairman ofCompliance Committee (to date)

Major other offices concurrently held
Director and Chairman at ISK AMERICAS INCORPORATED

 Reason for nomination as a candidate for Director

Since being appointed Executive Director, President and Chief Executive Officer in June 2015, Mr.
Kenichi Tanaka has led the Group’s management under the theme of “the strongest and most reliablechemical company with established brand strength,” the ideal model for the Group to achieve by its
100th anniversary in 2020. Mr. Tanaka has also been working on the Seventh Mid-Term Management
Plan with the slogan of “realizing a chemical company that is attractive to all stakeholders” as its basic
policy, which will end this fiscal year. The expectation of his continued contribution to improving thecorporate value of the Company resulted in our decision to re-appoint him as a candidate for our
Director.
(Note) No special-interest relationships exist between the Company and Mr. Kenichi Tanaka.

-7-

Candidate No.

2

Teruaki Matsue (Born on December 26, 1955)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
9,500 shares
Term of office as Director
3 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
14 times / 14 meetings (100%)

April 1979
Joined the Company
September 2012 Executive Officer, and Acting Director ofBattery Materials Business Development
Headquarters
June 2015
Executive Officer, and Director of Battery
Materials Business Development
Headquarters
October 2015 Executive Officer, and Director of Legal &IP Headquarters
June 2016
Managing Executive Officer, and Directorof Legal & IP Headquarters
June 2017
Director, Managing Executive Officer, andDirector of Legal & IP Headquarters
June 2018
Director, Managing Executive Officer, andDirector of Corporate Administration &Planning Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Teruaki Matsue has been engaged in the sales, administration, and legal departments, and has
properly made decisions and conducted supervision on important business performance andmanagement based on his abundant experience and achievements. We expect that Mr. Matsue willcontribute to improving the corporate value of the Group by utilizing his experience and knowledge
for the Board of Directors in planning and examining, or supervising the execution of, management
strategies. This resulted in our decision to re-appoint him as a candidate for our Director.
(Note) No special-interest relationships exist between the Company and Mr. Teruaki Matsue.

-8-

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

3

Kiyomitsu Yoshida (Born on May 19, 1958)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
6,700 shares
Term of office as Director
2 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
14 times / 14 meetings (100%)

April 1981
June 2014
May 2016

June 2016

June 2017

June 2018

January 2019

February 2019

June 2019

Joined the Company
Executive Officer, and Acting Director ofCentral Research InstituteExecutive Officer, Acting Director ofCentral Research Institute, and Director of
Animal Health Headquarters
Executive Officer, Director of Central
Research Institute, and Director of Animal
Health Headquarters
Managing Executive Officer, Director ofCentral Research Institute, and Director of
Animal Health Headquarters
Director, Managing Executive Officer,
Deputy Director of Biosciences Sales &Marketing, and Director of Animal Health
Headquarters
Director, Managing Executive Officer,
Director of Biosciences Sales & Marketing,and Director of Animal Health
Headquarters
Director, Managing Executive Officer,
Director of Biosciences Business
Headquarters, and Director of Animal
Health Headquarters
Director, Managing Executive Officer, andDirector of Biosciences Business
Headquarters (to date)

Major other offices concurrently held
Director and Chairman at ISK BIOSCIENCES CORPORATION
Director and Chairman at ISK BIOSCIENCES EUROPE N.V.

 Reason for nomination as a candidate for Director

Mr. Kiyomitsu Yoshida has been engaged in sales, research & development, operation of a research
institute, etc. mainly in the organic chemicals department, and has properly made decisions andconducted supervision on important business performance and management based on his abundant
experience and achievements. We expect that Mr. Yoshida will contribute to improving the corporate
value of the Group by utilizing his experience and knowledge for the Board of Directors in planningand examining, or supervising the execution of, management strategies. This resulted in our decision
to re-appoint him as a candidate for our Director.
(Note) No special-interest relationships exist between the Company and Mr. Kiyomitsu Yoshida.

-9-Candidate No.

4

Yasunobu Kawazoe (Born on August 5, 1958) Reappointment
A brief summary of his career, posts and responsibilities held, andother major offices concurrently held

Number of the Company’s shares held
10,400 shares
Term of office as Director
1 year (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
9 times / 9 meetings (100%)

April 1982

Joined Long-Term Credit Bank of Japan,
Limited (currently Shinsei Bank, Limited)
April 2012
Executive Officer, General Manager ofInstitutional Credit Management Division,
Shinsei Bank, Limited
April 2015
Managing Executive Officer, Chief Risk
Officer, Head of Risk Management Group,
Shinsei Bank, Limited
April 2016
Managing Executive Officer, Head of
Credit Risk Management, Shinsei Bank,
LimitedDecember 2016 Retired from Shinsei Bank, Limited
January 2017
Advisor to Ishihara Sangyo Kaisha, Ltd.
June 2017Managing Executive Officer, and Directorof Finance & Accounting Headquarters
June 2019
Director, Managing Executive Officer, andDirector of Finance & Accounting
Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Yasunobu Kawazoe has properly performed his duties by making effective use of his abundant
experience and expertise related to finance and accounting that he had cultivated at a financial
institution, and has properly made decisions and conducted supervision on important businessperformance and management based on his abundant experience and achievements. We expect that
Mr. Kawazoe will contribute to improving the corporate value of the Group by utilizing his experienceand knowledge for the Board of Directors in planning and examining, or supervising the execution of,management strategies. This resulted in our decision to re-appoint him as a candidate for our Director.
(Note) No special-interest relationships exist between the Company and Mr. Yasunobu Kawazoe.

- 10 -

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

5

Hideo Takahashi (Born on December 4, 1956)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
7,700 shares
Term of office as Director
1 year (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
9 times / 9 meetings (100%)

April 1980
June 2013
June 2014
June 2015
October 2015

June 2018
June 2019

Joined the Company
Executive Officer, and Deputy Director of
R&D Strategy Headquarters
Executive Officer, and Acting Director of
R&D Strategy Headquarters
Executive Officer, and Director of R&D
Strategy Headquarters
Executive Officer, Director of R&D
Strategy Headquarters and Battery & Power
Generation Materials Development
Promotion Headquarters
Managing Executive Officer, and Directorof R&D Strategy Headquarters
Director, Managing Executive Officer, andDirector of Yokkaichi Plant (to date) Reason for nomination as a candidate for Director

Mr. Hideo Takahashi has been engaged in research, product development, sales, and plant
management, etc. mainly in the inorganic chemicals department, and has properly made decisions andconducted supervision on important business performance and management based on his abundant
experience and achievements. We expect that Mr. Takahashi will contribute to improving thecorporate value of the Group by utilizing his experience and knowledge for the Board of Directors inplanning and examining, or supervising the execution of, management strategies. This resulted in ourdecision to re-appoint him as a candidate for our Director.
(Note) No special-interest relationships exist between the Company and Mr. Hideo Takahashi.

- 11 -

Candidate No.

6

Masaki Shimojo (Born on April 14, 1960)

New appointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
5,100 shares
Term of office as Director
April 1983
October 2016
June 2019

Attendance at Board of Directors
meetings
 times /  meetings (%)Joined the Company
Executive Officer, and Director of
Inorganic Chemicals Sales & Marketing
Managing Executive Officer, Director of
Inorganic Chemicals Sales & Marketing,and Director of R&D Strategy Headquarters(to date)

Major other offices concurrently held
Director and Chairman at ISHIHARA CORPORATION (U.S.A.)
President at ISK TAIWAN CO., LTD.

 Reason for nomination as a candidate for Director

Mr. Masaki Shimojo has been engaged in sales, research, product development, and production, etc.
mainly in the inorganic chemicals department with abundant knowledge and experience, and has
properly performed his duties by achieving sufficient results as Director of Inorganic Chemicals Sales& Marketing and Director of R&D Strategy Headquarters. This resulted in our decision to appoint him
as an appropriate candidate for our new Director.
(Note) No special-interest relationships exist between the Company and Mr. Masaki Shimojo.

- 12 -

REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

7

Hiroshi Katsumata (Born on April 1, 1952)
Reappointment

Outside Director

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
3,000 shares
Term of office as Outside Director
3 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
14 times / 14 meetings (100%)

April 1977

Joined Ministry of International Trade andIndustry (currently Ministry of Economy,
Trade and Industry)
February 1995 General Manager of Natural Resources
Department, Chubu Bureau of Trade andIndustry
June 1997
Deputy Director-General of Planning
Department, New Energy and Industrial
Technology Development Organization
July 1999
Manager of Environmental Research andTechnology Division, Planning and
Coordination Bureau, Environment Agency(currently Ministry of the Environment)
December 2000 Manager of Vienna Center, Japan External
Trade Organization
June 2003
Managing Director, Plastic Waste
Management InstituteJune 2006
Executive Officer, and Deputy General
Manager of Technological Affairs Division,
Taiyo Nippon Sanso Corporation
June 2009
Senior Executive Officer, and Deputy
General Manager of Technological Affairs
Division, Taiyo Nippon Sanso Corporation
June 2011
Senior Executive Officer, and General
Manager of Technological Affairs Division,
Taiyo Nippon Sanso Corporation
June 2012Managing Director, and General Manager
of Technological Affairs Division, Taiyo
Nippon Sanso Corporation
June 2014
Senior Managing Director, and General
Manager of Technological Affairs Division,
Taiyo Nippon Sanso Corporation
June 2015
Director Senior Managing Executive
Officer, and General Manager ofTechnological Affairs Division, Taiyo
Nippon Sanso Corporation
June 2017
Director, TM Air Co., Ltd.
June 2017
Outside Director of the Company (to date)June 2018
Advisor to TM Air Co., Ltd.
June 2019
Part-time Consultant for TM Air Co., Ltd.
(to date)
Major other offices concurrently held
Part-time Consultant for TM Air Co., Ltd.

- 13 -

 Reason for nomination as a candidate for Outside Director

Mr. Hiroshi Katsumata, currently serving as Outside Director of the Company, has diverse experiencein public administration, as well as extensive experience and insight as a company manager of anindustrial gas business operator. The expectation that his external perspective from an objective andneutral standpoint would be utilized to serve in the management of the Company resulted in ourdecision to re-appoint him as a candidate for our Outside Director.
(Note)
1. No special-interest relationships exist between the Company and Mr. Hiroshi Katsumata.
2. Mr. Hiroshi Katsumata is a candidate for Outside Director.
3. Pursuant to Article 427 (1) of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423(1) of the Companies Act. The Company has entered into an agreement with limitation of liability (the larger ofan amount determined in advance or an amount ordered by decree, either of which shall be equal to or morethan 10 million yen) with Mr. Hiroshi Katsumata, and will renew the current agreement with him upon theapproval of his re-election at this General Meeting of Shareholders.
4. Mr. Hiroshi Katsumata meets the requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the Tokyo Stock Exchange (TSE). The
Company has notified the TSE of his election as an Independent Officer as required by the TSE. If his reelection is approved at this General Meeting of Shareholders, the Company will continue to appoint him as an
Independent Officer.

- 14 -

Candidate No.

8

Tatsuo Hanazawa (Born on April 30, 1951)
Reappointment

Outside Director

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
400 shares

April 1975

Term of office as Outside Director
1 year (at the conclusion of this General
Meeting of Shareholders)August 1990

Attendance at Board of Directors
meetings
9 times / 9 meetings (100%)

May 1992
July 1995
July 1997

July 1999
April 2000

July 2001
July 2002

January 2004

October 2005

April 2006

April 2013
June 2019- 15 -

Joined Ministry of Agriculture and Forestry(currently Ministry of Agriculture, Forestry
and Fisheries)
Research Administrator of Administration
Division, Food and Marketing BureauCounselor, Embassy of Japan in the
People’s Republic of China
Councilor, Cabinet Councilors’ Office inInternal Affairs, Cabinet Secretariat
Manager of Mountainous and Snowy
Regions Development Division, National
Land Agency
Manager of Upland Crop Division,
Agricultural Production Bureau
Deputy Director-General of Hokuriku
Regional Agricultural Administration
OfficeDirector-General of Kinki Chugoku
Regional Forest Office
Assistant Vice-Minister, Minister’s
Secretariat and Land and Water Bureau,
Ministry of Land, Infrastructure, Transport
and Tourism
Director of Selection and Evaluation
Committee, Bio-Oriented Technology
Research Advancement Institution, National
Agriculture and Food Research
Organization
Executive Director of Japan Food Industry
Center (currently Japan Food Industry
Association)
Executive Director of Japan Food Industry
Center and Japan Food Safety Management
System Assessment & Registration Senior
Manager
Executive Director of Japan Food Industry
Association
Outside Director of the Company (to date) Reason for nomination as a candidate for Outside Director

Mr. Tatsuo Hanazawa, currently serving as Outside Director of the Company, has diverse experienceand knowledge of public administration, especially of agricultural policies both inside and outside
Japan, and has appropriately offered professional advice on the management of the Company using his
knowledge and experience. Mr. Hanazawa has never in the past been involved in the management of acompany except as an Outside Director. However, the expectation that his external perspective froman objective and neutral standpoint would be utilized to serve in the management of the Company
based on the above reasons resulted in our decision to re-appoint him as a candidate for our Outside
Director.
(Note)
1. No special-interest relationships exist between the Company and Mr. Tatsuo Hanazawa.
2. Mr. Tatsuo Hanazawa is a candidate for Outside Director.
3. Pursuant to Article 427 (1) of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423(1) of the Companies Act. The Company has entered into an agreement with limitation of liability (the larger ofan amount determined in advance or an amount ordered by decree, either of which shall be equal to or morethan 10 million yen) with Mr. Tatsuo Hanazawa, and will renew the current agreement with him upon theapproval of his re-election at this General Meeting of Shareholders.
4. Mr. Tatsuo Hanazawa meets the requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the Tokyo Stock Exchange (TSE). The
Company has notified the TSE of his election as an Independent Officer as required by the TSE. If his reelection is approved at this General Meeting of Shareholders, the Company will continue to appoint him as an
Independent Officer.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

9

Satoshi Ando (Born on April 27, 1974)
New appointment

Outside Director

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
0 shares

October 2001

Term of office as Outside Director

October 2001
May 2015

Attendance at Board of Directors
meetings
 times /  meetings (%)May 2016

Admitted to the bar (Dai-Ichi Tokyo Bar
Association)
Joined Onishi Shoichiro Law OfficeSenior Partner of Onishi Shoichiro Law
Office (to date)Outside Director (Audit & Supervisory
Committee Member) of TOHO CO., LTD.
(to date)

Major other offices concurrently held
Attorney-at-law
Outside Director (Audit & Supervisory Committee Member) of TOHOCO., LTD.

 Reason for nomination as a candidate for Outside Director

Mr. Satoshi Ando, currently serving as Outside Director (Audit & Supervisory Committee Member) of
TOHO CO., LTD., has professional knowledge of legal practice and extensive experience in corporate
legal work. Mr. Ando has never in the past been involved in the management of a company except as
an Outside Director. However, the expectation that his external perspective from an objective andneutral standpoint would be utilized to serve in the management of the Company based on the above
reasons resulted in our decision to appoint him as a candidate for our Outside Director.
(Note)
1. No special-interest relationships exist between the Company and Mr. Satoshi Ando.
2. Mr. Satoshi Ando is a candidate for Outside Director.
3. Pursuant to Article 427 (1) of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423(1) of the Companies Act. The Company will enter into an agreement with limitation of liability (the larger ofan amount determined in advance or an amount ordered by decree, either of which shall be equal to or morethan 10 million yen) with Mr. Satoshi Ando upon the approval of his election at this General Meeting of
Shareholders.
4. Mr. Satoshi Ando meets requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the Tokyo Stock Exchange (TSE). If his election
is approved at this General Meeting of Shareholders, the Company will nominate him as an Independent Officer
and notify the TSE of his nomination as an Independent Officer as required by the TSE.

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Proposal No. 4

Election of One (1) Substitute Audit &Supervisory Board Member

At the 96th Ordinary General Meeting of Shareholders held on June 27, 2019, Mr. Yasuhiro Koike waselected as a substitute Audit & Supervisory Board Member. His term of office will terminate at the timeof the start of the forthcoming General Meeting of Shareholders. Therefore, one (1) substitute Audit &Supervisory Board Member shall be appointed anew in the case that a vacancy occurs in the statutory
number of auditors.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Yasuhiro Koike (Born on July 31, 1962)
Reappointment

Substitute Outside Audit & Supervisory Board

Independent Officer

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
0 shares

April 1991
April 1998
April 2004
April 2012
April 2019

Admitted to the bar (Osaka Bar
Association)
Opened Koike Law OfficeOpened Ohara & Koike Law OfficeVice-president of Osaka Bar Association
Executive Governor of Japan Federation of
Bar Associations

Major other offices concurrently held
Attorney-at-law

 Reason for nomination as candidate for substitute Outside Audit & Supervisory Board Member

Mr. Yasuhiro Koike has professional knowledge and experience of legal practice and sufficient insight
into corporate management, which endorses the view that he has the ability to carry out his
professional duties as a substitute Outside Audit & Supervisory Board Member from an independentand unbiased perspective.
(Notes)1. No special-interest relationships exist between the Company and Mr. Yasuhiro Koike.
2. Mr. Yasuhiro Koike is a nominee for a substitute Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427 (1) of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on the liability fordamages under Article 423 (1) of the Companies Act. The Company will enter into an agreement with limitationof liability (the larger of an amount determined in advance or an amount ordered by decree, either of which shallbe equal to or more than 10 million yen) with Mr. Yasuhiro Koike, if his election is approved at this General
Meeting of Shareholders and he assumes his Audit & Supervisory Board Member role.
4. Mr. Yasuhiro Koike meets the requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the Tokyo Stock Exchange (TSE). If his election
is approved at this General Meeting of Shareholders and he assumes his Audit & Supervisory Board Member
role, the Company will notify the TSE of Mr. Yasuhiro Koike’s nomination as an Independent Officer as
required by the TSE.

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(Reference)
Criteria for the Independence of Outside Officers at the Company

An Outside Director or Outside Audit & Supervisory Board Member shall be deemed independent if
he/she falls under none of the following criteria:
1. A person who is or was within the past 10 years an executive of business*1 of the corporate groupcomposed of the Company and its subsidiaries (hereinafter, “the Group”)
2. A person who is or was within the past five years a major shareholder (holding 10% or more of total
voting rights) of the Company or an executive of business thereof
3. A person who is a client of the Group and whose transactions with the Group exceeded 2% of theconsolidated annual sales of the Group in one of the recent three business years, or the executive of
business thereof
4. A person for whom the Group is a client and whose transactions with the Group exceeded 2% of its
consolidated annual sales in one of its recent three business years, or the executive of business thereof
5. An accounting professional, legal professional, or other consultant or a member of a group thereof
who receives from the Group a large amount of money or other financial benefit*2 besides the officer’s
remuneration
6. A person who receives or has received within the past three years a large amount of donation or otherassistance*3 from the Group, or the executive of business thereof
7. A spouse or a relative within the second degree of kinship of any person who falls under any of thecriteria 1 through 6 above, or a relative who lives with such a person.
(Notes) 1: The “executive of business” refers to the person defined in Article 2, paragraph 3 (6) of theOrdinance for Enforcement of the Companies Act.
2: “A large amount of money or other financial benefit” refers to over 10 million yen of
regular annual compensation on average over the past three years.
3: “A large amount of donation or other assistance” refers to over 10 million yen of anannual total amount of donation or assistance.

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