Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 9887
June 6, 2023
Start date of measures for electronic provision: June 6, 2023
To Our Shareholders:
Kazutoshi Kawarabuki
President and Representative Director
MATSUYA FOODS HOLDINGS CO., LTD.
1-14-5 Nakacho, Musashino-shi, Tokyo

Notice of 48th Annual General Meeting of Shareholders
We are pleased to announce the 48th Annual General Meeting of Shareholders of MATSUYA FOODS HOLDINGS
CO., LTD. (the “Company”), which will be held as described below.
In convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the following websites. Please access any website below using the corresponding internet address
shown below to review the information:
The Company’s website:
https://www.matsuyafoods-holdings.co.jp/ir/ (in Japanese)(From the above website, select “IR Library” from the menu.)
Portal for the general meeting of shareholders (Sumitomo Mitsui Trust Bank):
https://www.soukai-portal.net (in Japanese)(Scan the QR code provided in the Voting Rights Exercise Form enclosed herein or enter the ID and initial password.)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website using the internet address shown above, enter “MATSUYA FOOD” in “Issue name(company name)” or the Company’s securities code “9887” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Click “Click here for access” in the“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” column
under “Filed information available for public inspection.”)* The websites may be temporarily unavailable due to periodic maintenance or other reason. If you are not able to access one of thewebsites, access the other website to review the information or try to access the website again at a later time.

If you are not attending the meeting in person, you may exercise your voting rights in writing or by using the internet
in advance. Please read the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 6:00 p.m., Monday, June 26, 2023 (Japan Standard Time).

-1-1. Date and time:
2. Venue:

Tuesday, June 27, 2023 at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)Hyatt Regency Tokyo, 1st basement floor, banquet room “Momoyama”
2-7-2 Nishi-shinjuku, Shinjuku-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 48th Term (from April 1, 2022 to March 31,2023), as well as the results of the audit of the Consolidated Financial Statements by the Financial Auditor
and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 48th Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member

If you are not attending the meeting in person, please exercise your voting rights in writing or by using the internet
in advance.
You may exercise your voting rights via smartphone without entering the “login ID” and “password,” by scanning
the QR code provided in the Voting Rights Exercise Form enclosed herein (in Japanese only).
- When attending the Meeting, please submit the Voting Rights Exercise Form to the reception desk.
- The reception will open at 9:00 a.m.
- If you exercise your voting rights by proxy, you are allowed to appoint one other shareholder with voting rights as your proxy. Please
note that your proxy is required to submit a document evidencing the authority as proxy.
- Shareholders who have requested delivery of paper-based documents will also receive paper-based documents containing items
subject to electronic provision measures; however, the documents will not contain the following data and information that are postedon the above websites as electronic provision measures according to the provisions of laws and regulations and Article 14 of the
Articles of Incorporation of the Company. Accordingly, the data and information contained in the abovementioned documents arepart of the data and information audited by the Audit & Supervisory Board Members and the Financial Auditor when they create
their respective audit reports.
(i) Outline of Systems to Ensure Appropriate Operations and Their Operational Status(ii) Consolidated Statement of Changes in Net Assets(iii) Notes on Consolidated Financial Statements(iv) Non-consolidated Statement of Changes in Net Assets(v) Notes on Non-consolidated Financial Statements- If revisions to the items subject to electronic provision measures arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the above websites.
- Please be advised in advance that no gifts will be presented to the shareholders at the venue of the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and it maintains abasic policy of paying stable dividends on a continual basis in consideration of business performance and futurebusiness development while paying attention to internal reserves to be secured for future business development andstrengthening of its management base.
The Company proposes to pay a year-end dividend of ¥12 per share for the fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥12 per common share of the Company.
In this event, the total dividends will be ¥228,763,812.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 28, 2023.

-3-

Proposal No. 2

Election of Five Directors

The terms of office of all five Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of five Directors.
The candidates for Director are as follows:
Candidateno.

Name(Date of birth)

Career summary, position, and responsibility in the Company(Significant concurrent positions outside the Company)
Oct. 1975

Jan. 1980

Mar. 1981
Apr. 1988
Toshio Kawarabuki(May 5, 1941)
1

June 1989

June 2007
June 2009
Oct. 2018

Established Matsuya Shoji as a limited liability
company
President and Representative Director
Matsuya Shoji was converted to Matsuya Shoji
Co., Ltd.
President and Representative Director
Established Matsuya Foods Co., Ltd.
President and Representative Director
President and Representative Director of
Matsuya Shoji Co., Ltd., which was establishedthrough a merger between Matsuya Shoji Co.,
Ltd. and Matsuya Foods Co., Ltd.
Matsuya Shoji Co., Ltd., was renamed Matsuya
Foods Co., Ltd.
President and Representative Director
President and Representative Director andGeneral Manager of Merchandise Division
Chairman and Representative Director
Chairman and Representative Director of
MATSUYA FOODS HOLDINGS CO., LTD.
(renamed from Matsuya Foods Co., Ltd.)(current position)

Number of theCompany’s shares
owned

3,847,500

Reasons for nomination as candidate for Director
As a founder, Toshio Kawarabuki has demonstrated strong leadership with commitment to the corporate philosophy of
the Company and has obtained extensive knowledge on corporate management. For this reason, the Company
nominates Toshio Kawarabuki as a candidate for Director.

-4-Candidate
no.

Name
(Date of birth)

Career summary, position, and responsibility in the Company(Significant concurrent positions outside the Company)
Feb. 2001

2

Number of theCompany’s shares
ownedJoined Toshoku Co., Ltd. (present Cargill Japan
Co., Ltd.)
June 2006
Joined the Company
Apr. 2011
General Manager of Finance and Accounting
Dept.
June 2011
Executive Officer and General Manager ofFinance and Accounting Dept.
May 2012
Executive Officer and Assistant to General
Manager of Corporate Management Division(Seconded to the Ministry of Agriculture,
Forestry and Fisheries via personnel exchange
program between the government and private
sectors)
May 2013
Executive Officer and General Manager ofMerchandise Dept.
June 2013
Director, General Manager of Merchandise
Dept. and General Manager of International
Kazutoshi Kawarabuki
936,500
Business Dept.
(January 10, 1976)
Apr. 2014
Director, General Manager of Merchandise
Division, General Manager of Merchandise
Dept. and General Manager of Merchandise
Development Dept.
June 2015
Managing Director, General Manager ofMerchandise Division, General Manager ofMerchandise Dept. and General Manager ofMerchandise Development Dept.
June 2016
President and Representative Director andGeneral Manager of Merchandise Division
Oct. 2018
President and Representative Director (current
position)(Significant concurrent positions outside the Company)
President and Representative Director and General Manager ofMerchandise Division of Matsuya Foods Co., Ltd.
President and Representative Director of M.L.S., Ltd.
Reasons for nomination as candidate for Director
Kazutoshi Kawarabuki has a good grasp of the Company’s overall management with substantial experience and a trackrecord nurtured through serving in key divisions including merchandise, factories, and finance, in pursuit of growthoriented management. For this reason, the Company nominates Kazutoshi Kawarabuki as a candidate for Director.

-5-Candidate
no.

Name
(Date of birth)

Career summary, position, and responsibility in the Company(Significant concurrent positions outside the Company)
Sept. 1984
Apr. 2001

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Merchandise Development
Dept.
Jan. 2005
Head of the representative office in China
June 2007
Director, Deputy General Manager ofMerchandise Division and General Manager ofMerchandise Development Dept.
June 2009
Director, General Manager of Merchandise
Division, General Manager of Merchandise
Development Dept. and General Manager of
New Business Dept.
Apr. 2011
Director, General Manager of Merchandise
Division, General Manager of Merchandise
Development Dept. and General Manager of
Manufacturing Dept.
Apr. 2014
Director, General Manager of Production andYoshito Usui
Logistics Division and General Manager of300(August 11, 1962)
Production and Logistics Dept.
Apr. 2016
Director, General Manager of Production andLogistics Division, General Manager of
Logistics Dept., Head of Ranzan Factory andHead of Mt. Fuji Factory
June 2018
Director, General Manager of Production andLogistics Division, Head of Mt. Fuji Factory,
General Manager of Engineering Dept. andHead of Preliminary Office for the
Establishment of Rokko Production andLogistics Center
Oct. 2018
Director (current position)(Significant concurrent positions outside the Company)
Managing Director and General Manager of Production andLogistics Division of Matsuya Foods Co., Ltd.
Chairman of the Board of Directors of Qingdao Matsuya
Commercial Trade Co., Ltd.
Reasons for nomination as candidate for Director
Yoshito Usui is well versed in manufacturing and logistics through serving in the production and logistics division formany years and also has profound experience and a superior track record in sales and other divisions. For this reason,
the Company nominates Yoshito Usui as a candidate for Director.

-6-

Candidate
no.

Name
(Date of birth)

Career summary, position, and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1987

4*

5

Notes:

1.
2.
3.
4.

5.
6.
7.

8.

Number of theCompany’s shares
ownedJoined Shoko Chukin Bank, a cooperative
financial institution (present The Shoko Chukin
Bank, Ltd.)May 2021
Joined the Company
Executive Officer and General Manager ofInternal Audit Dept. and Establishment Design
Youichi Nakamura
Dept.
(September 20, 1963)
Apr. 2022
Executive Officer and General Manager ofInternal Audit Dept. and Research Dept.
(current position)(Significant concurrent positions outside the Company)
Director, Executive Officer and Deputy General Manager ofCorporate Management Division of Matsuya Foods Co., Ltd.
Reasons for nomination as candidate for Director
Youichi Nakamura has been involved in corporate management at a major financial institution and has profoundexperience and knowledge in providing guidance to many companies on corporate management. The Company
nominates Youichi Nakamura as a candidate for Director in the expectation that he will lead the Company to growth asa core member of the management team.
Apr. 1987
Joined Chugai Pharmaceutical Co., Ltd.
Apr. 2000
Joined Nomura Securities Co., Ltd.
Aug. 2004
Established Aoba Labor and Social Security
Attorney Office
Representative Partner (current position)
Eri Fujiwara(August 7, 1961)
June 2015
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Representative Partner of Aoba Labor and Social Security
Attorney Office
Reasons for nomination as candidate for Outside Director and the outline of expected role
Since Eri Fujiwara has management experience as Representative Partner of Aoba Labor and Social Security Attorney
Office, the Company judges she will appropriately fulfill her duties as an Outside Director. She actively provides
opinions and recommendations on corporate management at the Board of Directors of the Company, and the Company
expects to continue utilizing her experience, etc. to supervise its management. For this reason, the Company nominates
Eri Fujiwara as a candidate for Outside Director.
A new candidate for Director is indicated by an asterisk (*).
There are no special interests between any of the candidates and the Company.
Toshio Kawarabuki falls under the category of Parent Company, etc. set forth in Article 2, item (iv)-2 of the Companies
Act.
The Company has entered into a directors and officers (D&O) liability insurance policy with all the Directors and Audit& Supervisory Board Members as insured parties. If each candidate is elected and assumes office as Director, the Company
plans to include every such Director as an insured party. The insurance policy will cover losses incurred in cases where
an insured party receives a claim for damages and court costs arising from the performance of duties as an officer andassumes legal liability for the damages. The term of the insurance policy is one year, and the Company plans to renew thepolicy before the expiration of that term by resolution of the Board of Directors.
Eri Fujiwara is a candidate for Outside Director.
Eri Fujiwara is currently an Outside Director of the Company, and at the conclusion of this meeting, her tenure will havebeen eight years.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Eri Fujiwara to limit her liability for damages under Article 423, paragraph (1) of the same Act. Pursuant to thisagreement, the defined maximum amount of liability for damages is the minimum liability amount provided for under
Article 425, paragraph (1) of the Companies Act. If her re-election is approved, the Company plans to renew thisagreement with her.
If the re-election of Eri Fujiwara is approved, the Company plans to designate her as an independent officer as provided
for by the Tokyo Stock Exchange.

-7-

Proposal No. 3

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Yukio Imamura will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Oct. 1995
Feb. 2010

Number of theCompany’s shares
ownedJoined Chuo Audit Corporation
Representative of Tajima Certified Public Accountant Office(current position)
Sept. 2014
Supervisory Director of Tosei Reit Investment Corporation(current position)
Sept. 2014
External Auditor of OncoTherapy Science, Inc. (current
position)
Teruhisa Tajima
Dec. 2015
Established Tajima Accounting Office, Inc.
(August 4, 1971)
Representative Director (current position)
June 2016
Outside Audit & Supervisory Board Member of Wendy’s
Japan LLC (current position)
June 2016
Outside Audit & Supervisory Board Member of First
Kitchen Ltd. (current position)
Aug. 2018
Outside Corporate Director (Audit Committee) of Modalis
Therapeutics Corporation (current position)
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Teruhisa Tajima is well versed in all aspects of corporate accounting and taxation as a certified public accountant and has extensive
experience as he served as an outside corporate auditor for several companies. The Company expects that Teruhisa Tajima will
provide appropriate advice and perform audits fairly and appropriately based on his expertise and insights and nominates him as a
candidate for Outside Audit & Supervisory Board Member.
Notes: 1. There are no special interests between Teruhisa Tajima and the Company.
2. Teruhisa Tajima is a candidate for Outside Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers (D&O) liability insurance policy with all the Directors and Audit& Supervisory Board Members as insured parties. The insurance policy will cover losses incurred in cases where an
insured party receives a claim for damages and court costs arising from the performance of duties as an officer and assumes
legal liability for the damages. If Teruhisa Tajima is elected and assumes office as Audit & Supervisory Board Member,the Company plans to include him as an insured party in the insurance policy. The term of the insurance policy is one year,
and the Company plans to renew the policy before the expiration of that term by resolution of the Board of Directors.
4. If Teruhisa Tajima assumes the office of Audit & Supervisory Board Member, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company plans to enter into an agreement with him to limit his liability fordamages under Article 423, paragraph (1) of the same Act. Pursuant to this agreement, the defined maximum amount ofliability for damages is the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.
5. If the election of Teruhisa Tajima is approved, the Company plans to designate him as an independent officer as provided
for by the Tokyo Stock Exchange.

-8-Reference:

Skill matrix of candidates in Proposal No. 2 and Proposal No. 3
Skills and Experience

PositionName

Toshio Kawarabuki
Kazutoshi Kawarabuki
Director
Yoshito Usui
Youichi Nakamura
Eri Fujiwara
Yoshiyuki Kikuchi
Audit &
Supervisory
Yu Kobori
Board Member Teruhisa Tajima

Corporate
Merchanmanagedisement anddevelopmanagement andmentmarketingstrategy

Qualitycontrol

●

●

●

●

●

●

●

Finance Personnel
and labor
andaccount- management
ing

Legal
affairs
andgovernance

●
●

●

●
●

●

●

●

●

●
●

●

●

-9-

Globalmindset●●●●Sustainability

●
●

●
●

●

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company requests approval for the election of one substitute Audit & Supervisory Board Member to be readyto fill a vacant position should the number of Audit & Supervisory Board Members fall below the number requiredby laws and regulations.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Mar. 1979
Apr. 1989

Number of theCompany’s shares
owned

Graduated from the Faculty of Law of Chuo University
Registered as an attorney at law (Dai-ichi Tokyo Bar
Association)
Apr. 1998
Special Lecturer at the Faculty of Law of Chuo University
Jan. 2002
Established Law Offices SIGMA Kojimachi (current
Kazunori Suzuki
position)(April 23, 1955)
From Apr. 2007 to Mar. 2008
Vice President of Dai-ichi Tokyo Bar Association
From Apr. 2013 to Mar. 2014
Executive Governor of Japan Federation of Bar Associations
Reasons for nomination as candidate for substitute Outside Audit & Supervisory Board Member
The Company expects Kazunori Suzuki to utilize his legal knowledge nurtured as an attorney at law for many years in the
Company’s audit system if he assumes the office of Outside Audit & Supervisory Board Member. For this reason, the Company
proposes the election of Kazunori Suzuki as substitute Outside Audit & Supervisory Board Member. Kazunori Suzuki has never inthe past been involved in the management of a company. However, the Company judges he will appropriately fulfill his duties if heassumes the office of Outside Audit & Supervisory Board Member because he is well versed in corporate legal affairs as an attorneyat law and has substantial knowledge about corporate management.
Notes: 1. There are no special interests between Kazunori Suzuki and the Company.
2. Kazunori Suzuki is a candidate for substitute Outside Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers (D&O) liability insurance policy with all the Directors and Audit& Supervisory Board Members as insured parties. The insurance policy will cover losses incurred in cases where an
insured party receives a claim for damages and court costs arising from the performance of duties as an officer and assumes
legal liability for the damages. If Kazunori Suzuki assumes office as Audit & Supervisory Board Member, the Company
plans to include him as an insured party in the insurance policy.
4. If Kazunori Suzuki assumes the office of Audit & Supervisory Board Member, pursuant to the provisions of Article 427,
paragraph (1), of the Companies Act, the Company plans to enter into an agreement with him to limit his liability fordamages under Article 423, paragraph (1) of the same Act. Pursuant to this agreement, the defined maximum amount ofliability for damages is the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.
5. Kazunori Suzuki satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, andthe Company plans to notify the aforementioned exchange concerning his designation as an independent officer.

- 10 -