This document has been translated and summarized from the Japanese original for reference purposes only.
In the event of any discrepancy between the translated version and the Japanese original, the original version
shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or any
other form of damage arising from the translation.
(Securities code: 2692)
June 1, 2021
To Shareholders with Voting Rights:
Hitoshi Okamoto
President & CEO
ITOCHU-SHOKUHIN Co., Ltd.
2-2-22 Shiromi, Chuo-ku, Osaka

NOTICE OF THE 103rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 103rd Annual General Meeting of Shareholders of ITOCHU-SHOKUHIN Co.,
Ltd. (the “Company”) to be held as described below.
Additionally, you may exercise your voting rights in writing or via the internet. Please refer to the attached
Reference Documents for the Annual General Meeting of Shareholders and exercise your voting rights no later
than 5:30 p.m. on Wednesday, June 16, 2021, Japan Standard Time.
1. Date and Time:
2. Place:

Thursday, June 17, 2021 at 10:30 a.m. Japan Standard TimeInternational Conference Hall (7F) The Osaka Chamber of Commerce andIndustry
2-8, Honmachi-Bashi, Chuo-ku, Osaka
3. Objectives of the Meeting:
1. The Business Report, Consolidated Financial Statements for the Company’s
Reports:
103rd Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the
Independent Auditor and the Audit & Supervisory Board for the Consolidated
Financial Statements
2. Non-consolidated Financial Statements of the Company’s 103rd Fiscal Year
(April 1, 2020 - March 31, 2021)
Agenda:Proposal 1:
Distribution of Surplus
Proposal 2:
Election of Nine (9) Directors
Disclosure via the internet● In order to prevent the spread of the novel coronavirus disease (COVID-19), we will omit the detailed
explanation of the matters to be reported and the proposals at the meeting so as to shorten the meeting time.
In addition, the venue and start time of the meeting may have to be changed depending on conditions. In
that case, such changes will be posted on the Company’s website.
● Of the matters to be included in this notice, pursuant to laws and regulations and provisions of Article 18 of
the Company’s Articles of Incorporation, “Consolidated Statements of Changes in Equity” and “Notes to
the Consolidated Financial Statements” of the Consolidated Financial Statements, as well as “Nonconsolidated Statements of Changes in Equity” and “Notes to the Non-consolidated Financial Statements”
of the Non-consolidated Financial Statements are disclosed on the Company’s website. Therefore, suchinformation is omitted in this notice and its attached documents.

-1-

● If any revision is made to the Reference Documents for the Annual General Meeting of Shareholders,Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, etc., theCompany will post the revised material on its website.
Company website

https://www.itochu-shokuhin.com/-2-

Guide to Exercising Voting Rights
You may exercise your voting rights by either of the methods below.
Attending the Annual General
Meeting of Shareholders
Please bring this notice with you andsubmit the enclosed Voting Rights
Exercise Form at the reception.

Exercising voting rights in writing
Please indicate your approval ordisapproval of each of the proposals on
the enclosed Voting Rights Exercise
Form and return it so that it arrives nolater than the voting deadline.

Exercising voting rights via theinternet
Please access the website forexercising voting rights, shown below,
with a computer or a smartphone andindicate your approval or disapprovalof each of the proposals by following
the instructions on the screen.
See details on the next page.
Website for exercising voting rights
https://www.web54.net(Japanese only)

Date of the Annual General Meeting of
Shareholders

Thursday, June 17, 2021
10:30 a.m.

Voting deadline

Voting deadline

Wednesday, June 16, 2021

Wednesday, June 16, 2021

5:30 p.m.

5:30 p.m.

Precautions When Exercising Voting Rights via the internet
If you exercise your voting rights multiple times, the last vote that arrives at the Company will be deemed valid.
If you exercise your voting rights both by writing and via the internet, and they arrive at the Company on the same date, the vote
placed via the internet will be deemed valid.
(1) Please contact below if you have any inquiries on how to operate your computer, etc. when exercising your voting rights
via the internet.
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Web(Business hours:
0120-652-031
Support Hotline
9:00 a.m. - 9:00 p.m.)(2) For inquiries on matters other than (1) above, such as address and number of shares, please contact below.
1.
Shareholders with an account at a securities firm
Please contact the securities firm with whom you have an account.
2.

Shareholders without an account at a securities firm (shareholders with a special account)
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency(Business hours:
0120-782-031
Department
9:00 a.m. - 5:00 p.m.)

For Institutional Investors
In addition to the exercise of voting rights via the internet as described above, institutional investors may
use the Electronic Voting System Platform operated by ICJ, Inc.

-3-

Reference Documents for the Annual General Meeting of Shareholders
Proposal 1:

Distribution of Surplus

The Company recognizes return of profits to shareholders as the most important management policy.
With regard to dividends, we intend to pay stable and continuous dividends with a view to improving thelevel of shareholder returns. Under this basic policy, the Company proposes to pay a year-end dividend for the
fiscal year under review of 40 yen per share. As a result, the annual dividend for the fiscal year under review,
including the interim dividend of 40 yen per share, will increase by 5 yen per share compared with the previous
fiscal year to 80 yen.
We will allocate internal reserves to growth investments in the Critical Logistics and Enterprise Information
System areas, as well as in exploring new business opportunities in order to further enhance corporate value.
Under this policy, the Company proposes to pay a year-end dividend for the 103rd fiscal year and distributeother surplus as described below.
1. Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and its total amount40 yen per common share of the Company
Total
507,488,920 yen
Combined with the interim dividend of 40 yen already paid out, the annual dividend for the fiscal
year will be 80 yen per share.
(3) Date the distribution of surplus comes into effectJune 18, 2021
2.

Matters regarding distribution of other surplus(1) Surplus item to be increased and the amount thereof
General reserves
1,600,000,000 yen(2) Surplus item to be decreased and the amount thereof
Retained earnings brought forward 1,600,000,000 yen-4-Proposal 2: Election of Nine (9) Directors
The terms of office of all eight (8) current directors will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, in order to further strengthen the management structure and increase the diversity of the Boardof Directors to achieve the Medium-term Management Plan, the election of nine (9) Directors, including three(3) Outside Directors, is proposed. Candidates for Director are determined by the Board of Directors following
deliberations by the Governance Committee, which consists of five (5) members, including three (3)Independent Outside Officers. The names and career summary of candidates for the new directors are as
follows.

No.

Attendance at theCurrent positions and responsibilities in Board of Directors
meetings during thethe Company
year

Name

1

Reappointment

Hitoshi Okamoto

President & CEO, Chief Corporate
Officer

14 of 14 meetings(100%)

2

Reappointment

Mitsuo Kawahara

Director and Senior Managing
Executive Officer, Chief Executive,
Sales & Marketing Group

14 of 14 meetings(100%)

Director and Managing Executive
Officer, Chief Executive,
Administration & Management
Group; Executive General Manager,
Administration Division; in chargeof ComplianceDirector and Managing Executive
Officer, Deputy Chief Executive,
Sales & Marketing Group;
Executive General Manager,
Purchasing Policy Management
Division
Executive Officer, Deputy
Executive General Manager,
Purchasing Policy Management
Division

13 of 14 meetings
(93%)

3

Reappointment

Koichi Kawaguchi

4

Reappointment

Kenji Kakuta

5

New appointment

Yoshihiro Fukushima

6

New appointment

Hidenari Sato

7

Reappointment

OutsideIndependent

Yasuyuki Miyasaka

Director

14 of 14 meetings(100%)

8

Reappointment

OutsideIndependent

Takako Okuda

Director

14 of 14 meetings(100%)

9

New appointment

OutsideIndependent

Kaoru Chujo——

11 of 11 meetings(100%)———

Note: The number of meetings held of the Board of Directors mentioned above does not include written
resolutions deemed to have been resolved by the Board of Directors based on Article 370 of theCompanies Act and the provisions of Article 25, Paragraph 2 of the Articles of Incorporation of theCompany.

-5-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1980
April 2007

Hitoshi Okamoto(June 14, 1956)
1

Reappointment

Mitsuo Kawahara(March 26, 1959)
2

Reappointment

Number ofshares of theCompany held

Joined ITOCHU Corporation
Deputy Chief Operating Officer, Apparel Division; General
Manager, Apparel Division 1
April 2008
Executive Officer; Chief Operating Officer, Apparel Division
April 2010
Managing Executive Officer; President, Textile Company
Member of the Board, Managing Executive Officer; President,
June 2010
Textile Company
April 2014
Member of the Board, Senior Managing Executive Officer;
1,000
President, Textile Company
April 2015
Member of the Board, Senior Managing Executive Officer; CSO
April 2016
Member of the Board, Senior Managing Executive Officer;
CSO; CIO
April 2018
Chief Corporate Officer, the Company
June 2018
President & CEO, Chief Corporate Officer (current)(Significant concurrent positions)—Reason for nomination as candidate for Director
Mr. Hitoshi Okamoto has abundant experience, high ethical standards, and qualities to cope withvarious management issues as a corporate manager. As President & CEO, he is demonstrating
excellent management skills and is leading the management of the Company toward achieving the
Medium-term Management Plan, which aims to “create new value” and “build a sustainable growth
foundation through initiatives to solve social issues.” The Company therefore nominates him as a
candidate for Director based on the judgment that he is qualified as a leader in sustainably enhancing
the Company's corporate value.
April 1982
Joined the Company
October 2005
General Manager, Sales Department No. 9, East Japan
Marketing & Sales Division
October 2010
Deputy Executive General Manager, East Japan Marketing &Sales Division
June 2012
Executive Officer; Executive General Manager, Marketing &Sales Division No. 1
April 2018
Executive Officer; Deputy Manager, Sales & Marketing Group;
Executive General Manager, Marketing & Sales Division No. 1
April 2019
Managing Executive Officer; Deputy Chief Executive, Sales &1,900Marketing Group; Executive General Manager, Marketing &Sales Division
June 2019
Director and Managing Executive Officer; Deputy Chief
Executive, Sales & Marketing Group; Executive General
Manager, Marketing & Sales Division
April 2020
Director and Managing Executive Officer; Chief Executive,
Sales & Marketing Group
April 2021
Director and Senior Managing Executive Officer; Chief
Executive, Sales & Marketing Group (current)(Significant concurrent positions)—Reason for nomination as candidate for Director
Mr. Mitsuo Kawahara has abundant business experience and broad knowledge in the food
distribution industry. As a general manager of the marketing and sales division, he has contributed toorganically coordinating each sales division, and is making a contribution to fostering a culture thatcreates new value by securing new revenue sources toward achieving the Medium-term Management
Plan. The Company therefore nominates him as a candidate for Director based on the judgment that
he is qualified to contribute to the sustainable enhancement of the Company's corporate value.

-6-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1982
April 2013
April 2015

3

Number ofshares of theCompany held

Joined ITOCHU Corporation
Chief Operating Officer, Coal, Nuclear & Solar Division
Senior Officer for ASEAN & South West Asia; President
Director, PT. ITOCHU Indonesia
June 2017
Director and Executive Officer; Executive General Manager,
Corporate Administration Division; in charge of Compliance, theCompany
June 2018
Director and Executive Officer; Executive General Manager,
Corporate Administration Division; Executive General Manager,
Information Systems Division; in charge of Compliance
September 2018 Director and Executive Officer; Executive General Manager,
Corporate Administration Division; Executive General Manager,
500
Corporate Planning Division; Executive General Manager,
Information Systems Division; in charge of Compliance and
CSR
Koichi Kawaguchi
April 2019
Director and Managing Executive Officer; Chief Executive,(December 16,
Administration & Management Group; Executive General
1957)
Manager, Administration Division; in charge of Compliance and
CSR
Reappointment
April 2020
Director and Managing Executive Officer; Chief Executive,
Administration & Management Group; Executive General
Manager, Administration Division; in charge of Compliance(current)(Significant concurrent positions)—Reason for nomination as candidate for Director
Mr. Koichi Kawaguchi has been working hard to build a business foundation by enhancing thecorporate governance system and promoting the optimization of corporate functions and initiatives
for sustainability as a general manager of administration & management group since assuming officeas Director of the Company in June 2017, and is making a contribution toward achieving the
Medium-term Management Plan. In addition, having served as the president of an overseas
subsidiary of ITOCHU Corporation, he has practical experience and broad knowledge in business
management. The Company therefore nominates him as a candidate for Director based on the
judgment that he is qualified to contribute to the sustainable enhancement of the Company's
corporate value.

-7-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1981
October 2007

4

5

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department No. 3, Gift Marketing &Sales Division
February 2010
Deputy Executive General Manager, Gift Marketing & Sales
Division
October 2015
Executive General Manager, Purchasing Policy Management
Division
June 2016
Executive Officer, Executive General Manager, Purchasing
Policy Management Division
April 2018
Executive Officer, Deputy Manager, Sales & Marketing Group;
Executive General Manager, Purchasing Policy Management
2,100
Division
April 2019
Managing Executive Officer, Executive General Manager,
Kenji Kakuta
Purchasing Policy Management Division(August 18, 1957)
April 2020
Managing Executive Officer, Deputy Chief Executive, Sales &Marketing Group; Executive General Manager, Purchasing
Reappointment
Policy Management Division
June 2020
Director and Managing Executive Officer, Deputy Chief
Executive, Sales & Marketing Group; Executive General
Manager, Purchasing Policy Management Division (current)(Significant concurrent positions)—Reason for nomination as candidate for Director
Mr. Kenji Kakuta has long engaged in the sales and marketing group and possesses various businessexperiences and broad knowledge in the food distribution industry. He has been contributing tosecuring stable earnings, and is making a contribution to achieving the Medium-term Business Planby playing a role in further strengthening collaboration among manufacturing, distribution, and sales,
including by working hard to build strong relationships with business partners. The Company
therefore nominates him as a candidate for Director based on the judgment that he is qualified tocontribute to the sustainable enhancement of the Company's corporate value.
April 1985
Joined ITOCHU Corporation
October 2000
Manager, Imported Textiles Section No. 6, Imported Textiles
Business Department
April 2008
Chief Executive Officer, CONVERSE FOOTWEAR CO., LTD.
September 2013 Chief Executive Officer, CONVERSE APPAREL CO., LTD.
January 2015
Chief Executive Officer, CONVERSE JAPAN CO., LTD.
April 2015
Chief Corporate Planning Officer for European Operation;
500
ITOCHU Europe PLC
Yoshihiro
April 2017
Executive Officer, Chief Operating Officer, Brand Marketing
Fukushima
Division 2(November 23,
April 2020
Executive Officer, Deputy Executive General Manager,
1962)
Purchasing Policy Management Division, the Company (current)(Significant concurrent positions)
New appointment —Reason for nomination as candidate for Director
Mr. Yoshihiro Fukushima has served as Executive Officer of ITOCHU Corporation and as Chief
Executive Officer of ITOCHU Corporation’s subsidiaries, and possesses deep insight regarding
management, as well as abundant experience and knowledge in the area of brand marketing, which
creates added value. As an Executive Officer of the Company since 2020, he has been making acontribution to achieving the Medium-term Business Plan by building strong relationships withbusiness partners, working to create new value that enriches consumers’ eating habits, and promoting
diversity. The Company therefore nominates him as a candidate for Director based on the judgmentthat he is qualified to contribute to the sustainable enhancement of the Company's corporate value.

-8-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1989
April 20096

Hidenari Sato
(November 8,
1966)
New appointment

Number ofshares of theCompany held

Joined ITOCHU Corporation
General Manager, Food Products Marketing & Distribution
Strategy Office, Food Products Marketing & Distribution
Division
April 2011
General Manager, Food Products Marketing & Distribution
Department
April 2014
Senior Officer, Food Products Marketing & Distribution
Division; General Manager, Food Products Marketing &Distribution Department
April 2015
Deputy Chief Operating Officer, Food Products Marketing &Distribution Division; General Manager, Food Products
Marketing & Distribution Department—
April 2016
Senior Executive Officer, Assistant Executive General Manager,
Product Division, FamilyMart Co., Ltd.
March 2017Managing Executive Officer, Executive General Manager,
Product Division; Executive General Manager, Logistics &Quality Management Division; General Manager, Overseas AFC
Product Promotion Department
April 2021
Chief Operating Officer, Food Products Marketing &Distribution Division, ITOCHU Corporation (current)(Significant concurrent positions)Chief Operating Officer, Food Products Marketing & Distribution Division,
ITOCHU Corporation
Director (non-executive), NIPPON ACCESS, INC.
Reason for nomination as candidate for Director
Mr. Hidenari Sato serves as Chief Operating Officer of Food Products Marketing & Distribution
Division of ITOCHU Corporation, and has broad knowledge and various experience in the food
distribution industry. By appointing him as Director, it is expected that the appropriate decision
making and supervisory functions over business execution by the Board of Directors will improve.
The Company therefore nominates him as a candidate for Director based on the judgment that he isqualified to contribute to the sustainable enhancement of the Company's corporate value.

-9-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
November 1975

7

Number ofshares of theCompany held

Joined Tohmatsu Aoki & Co. (currently, Deloitte Touche
Tohmatsu LLC)
March 1980
Registered as certified public accountant
June 1990
Partner
October 2010
Director, Risk Management and Quality Assurance Office of
IFRS
June 2017
Left Deloitte Touche Tohmatsu LLC—
July 2017
Head, Yasuyuki Miyasaka Certified Public Accountant Office(current)
June 2018
Director, the Company (current)
Yasuyuki Miyasaka (Significant concurrent positions)(April 1, 1952)
Head, Yasuyuki Miyasaka Certified Public Accountant OfficeOutside Corporate Auditor, Santen Pharmaceutical Co., Ltd
Reappointment
Reason for nomination as candidate for Outside Director and outline of expected roles
OutsideMr. Yasuyuki Miyasaka has high-level expertise and broad knowledge related to corporate financeand accounting. As Outside Director of the Company since June 2018, he has been offering accurate
Independent
advice on ensuring validity and appropriateness in decision-making by the Board of Directors andproperly supervising business execution primarily from his expert perspective as a certified public
accountant. It is expected that he will continue to utilize his knowledge to accurate advice andappropriate supervision. The Company therefore nominates him as a candidate for Outside Director
based on the judgment that he is qualified to contribute to the sustainable enhancement of theCompany's corporate value.
Information regarding Independent Officers
The Company has designated Mr. Yasuyuki Miyasaka as Independent Officer as specified by Tokyo
Stock Exchange, Inc. and has registered him as such at the Exchange. If his re-election is approved,
the Company will continue to designate him as Independent Officer and will register him as such atthe Exchange.

- 10 -

No.

Name(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1979
April 2000
April 2003

Takako Okuda(May 7, 1956)
8

Reappointment
OutsideIndependent

Number ofshares of theCompany held

Joined Suntory Limited
Manager, Wine Business Department
Manager, Tokyo Customer Center, Customer Communications
Department
September 2005
Joined Tokyo Electric Power Company, Incorporated
Manager, Kurashi-no-Lab Group, Marketing & Customer
Relations Department, Marketing & Sales Division
July 2008
General Manager, Marketing & Customer Relations
Department; Manager, Kurashi-no-Lab Group, Marketing &Sales Division—
July 2014
General Manager, CS Department, Customer Service Company
April 2016
General Manager, CS Department, TEPCO Energy Partner,
Incorporated
April 2018
In charge of CX Promotion
June 2019
Director, the Company (current)
July 2019
In charge of CX Promotion, Customer Sales Department, Sales
Division, TEPCO Energy Partner, Incorporated(Significant concurrent positions)—Reason for nomination as candidate for Outside Director and outline of expected roles
Ms. Takako Okuda possesses insight into matters such as product development and marketing of
alcoholic and other beverages, and has broad experience gained through many years of involvement
in roles that contribute to enhancement of customer satisfaction and stakeholders’ trust. Sinceassuming office as Outside Director of the Company in June 2019, she has encouraged active
discussions by the Board of Directors and contributed to ensuring the validity and appropriateness of
its decision-making. In addition, she has been appropriately fulfilling her role such as by offering
advice on promoting the diversity of the Company. Although having no direct experience incorporate management other than as Outside Director of the Company, it is expected that she willcontinue to provide diverse and extensive advice. The Company therefore nominates her as a
candidate for Outside Director based on the judgment that she is qualified to contribute to thesustainable enhancement of the Company’s corporate value.
Information regarding Independent Officers
The Company has designated Ms. Takako Okuda as Independent Officer as specified by Tokyo
Stock Exchange, Inc. and has registered her as such at the Exchange. If her re-election is approved,
the Company will continue to designate her as Independent Officer and will register her as such atthe Exchange.

- 11 -

No.

Name(Date of Birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1983
March 2000

Kaoru Chujo(November 15,
1960)
9

New appointment
OutsideIndependent

Joined FUJITSU LIMITED
Senior Researcher, IP Networking Research, Fujitsu
Laboratories of America, Inc.
December 2009
Head, Advanced Development Division, Mobile Phone Business
Unit
June 2013
Head, Advanced Development Division, Ubiquitous Strategy
Unit
February 2016
Deputy Senior Vice President, Ubiquitous IoT Business Unit—
April 2017
Senior Vice President, Head of AI Service Business Unit
July 2019
Executive Director, in charge of AI Alliance, Software Business
Unit
December 2020
Established SoW Insight Co., Ltd.
President and Representative Director (current)(Significant concurrent positions)
President and Representative Director, SoW Insight Co., Ltd.
Reason for nomination as candidate for Outside Director and outline of expected roles
Ms. Kaoru Chujo has abundant knowledge in the IT field, having driven the growth of DX (Digital
Transformation) at FUJITSU LIMITED in her role responsible for the mobile, AI and IoTbusinesses. She became independent in December 2020, and has been developing a consulting
business as manager. It is expected that she will utilize her experience and knowledge to provide
appropriate advice, etc. regarding management and the promotion of diversity from an objective andpractical standpoint. The Company therefore nominates her as a candidate for Outside Director basedon the judgment that she is qualified to contribute to the sustainable enhancement of the Company's
corporate value.
Information regarding Independent Officers
If Ms. Kaoru Chujo is elected, the Company will designate her as Independent Officer as specified
by Tokyo Stock Exchange, Inc. and register her as such at the Exchange.

(Notes) 1. There is no special interest between each candidate and the Company.
2. Mr. Yasuyuki Miyasaka, Ms. Takako Okuda, and Ms. Kaoru Chujo are candidates for Outside Director.
3. Mr. Yasuyuki Miyasaka will have served as Outside Director for three (3) years at the conclusion of this Annual General
Meeting of Shareholders.
4. Ms. Takako Okuda will have served as Outside Director for two (2) years at the conclusion of this Annual General Meetingof Shareholders.
5. Mr. Hitoshi Okamoto has served as a business executor of ITOCHU Corporation, with which the Company has importantbusiness relationship.
His positions and responsibilities in the past ten (10) years as a business executor of the company are as stated in the careersummary on page 6.
6. Mr. Koichi Kawaguchi has served as a business executor of ITOCHU Corporation, with which the Company has importantbusiness relationship.
His positions and responsibilities in the past ten (10) years up until now as a business executor and a corporate officer ofthe companies which the Company has important business relationships with, including ITOCHU Corporation, are statedin the career summary on page 7.
He has also served in the past ten (10) years as a corporate officer of ITOCHU Coal Americas, Inc., ITOCHU Minerals &Energy of Australia Pty Ltd. and PT. BHIMASENA POWER INDONESIA, with which the Company has importantbusiness relationships.
7. Mr. Yoshihiro Fukushima has served as a business executor of ITOCHU Corporation, with which the Company has
important business relationship.
His positions and responsibilities in the past ten (10) years up until now as a business executor and a corporate officer ofthe companies which the Company has important business relationships with, including ITOCHU Corporation, are statedin the career summary on page 8.
He has also served in the past ten (10) years as a corporate officer of T.KAWABE & CO., LTD., with which the Company
has important business relationships.
8. Mr. Hidenari Sato has served as a business executor of ITOCHU Corporation, with which the Company has importantbusiness relationship.
His positions and responsibilities in the past ten (10) years up until now as a business executor and a corporate officer of- 12 -

the companies which the Company has important business relationships with, including ITOCHU Corporation, are statedin the career summary on page 9.
9. Outline of the contents of liability limitation agreement
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act., the Company has entered into agreementswith Mr. Yasuyuki Miyasaka and Ms. Takako Okuda to limit their liability for damages specified in Article 423, paragraph(1) of the said Act. The maximum amount of liability under the agreements shall be the minimum amount stipulated in
Article 425, paragraph (1) of the said Act, provided that the relevant Director has performed his/her duties in good faithand without gross negligence. If these candidates are re-elected at this Annual General Meeting of Shareholders, theCompany will continue the above agreements. If Mr. Hidenari Sato and Ms. Kaoru Chujo are selected as Directors, theCompany will enter into the same agreements with them.
10. Outline of the contents of directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement that includes Directors as the insured
with an insurance company to cover damages and litigation expenses in the event that a claim is made against the insured
for damages arising from the execution of his or her duties (excluding, however, damages that fall under the disclaimer
stipulated in the insurance contract). Each candidate will be included as the insured under said insurance agreement. In
addition, the Company plans to renew the agreement with the same contents at the next renewal period.

- 13 -

ReferenceManagement structure following the approval of Proposal 2

The Board of Directors and the Audit & Supervisory Board as a whole will ensure diversity and effectiveness,and strive to sustainably enhance the Company’s corporate value.
Knowledge and experience expected by the Company

Name

Overall

Sales/

Finance/

Legal affairs/

Personnel,

ESG/

Governance/

ICT

management/

marketingaccounting

risklabor/

sustainability

internal(Information

management

HR training

controlCommunication

management
strategy

Technology)/

Director

Logistics

HitoshiOkamoto●○MitsuoKawahara○●

KoichiKawaguchi○

Kenji
Kakuta○●Yoshihiro
Fukushima○●

Hidenari
Sato

○

○
○

○

○

●

●

○

●
○

○
○

●

Outside○○●YasuyukiMiyasaka○○●

Independent

TakakoOkuda
Outside

○

●

●

●

●

Independent

Kaoru
Chujo
Outside●Audit & Supervisory Board Member

Independent

Akira
Himeno

○

●

●

○

●

○

●

○

OutsideHideakiNagashimaKensukeMasuoka
OutsideIndependent

Shinichiro
Yamaoka
Outside●●Independent(Notes)1. The above matrix does not represent all the knowledge and experience possessed by Directors (candidates) and Audit &Supervisory Board Members.
2. ● indicates knowledge and experience particularly expected.

- 14 -

Reference

Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members

The Company has established independence criteria for Outside Officers, as described below, for the purpose of objectively
determining independence of Outside Directors and Outside Audit & Supervisory Board Members (hereinafter, “Outside
Officers”). The Company determines that an Outside Officer is independent of the Company if the person meets the requirements
for Independent Officers stipulated by Tokyo Stock Exchange, Inc. and does not fall under any of the criteria below.
1) A person who is a major business partner of the Company (including consolidated subsidiaries of the Company, hereinafter thesame shall apply) (If the partner is an incorporated entity, a business executor of the incorporated entity)
2) A person whose major business partner is the Company (If the partner is an incorporated entity, a business executor of theincorporated entity)
3) A major shareholder of the Company (if the shareholder is an incorporated entity, a person who was a business executor of theincorporated entity)
4) A business executor of an incorporated entity of which the Company is a major shareholder
5) An attorney-at-law, certified public accountant, tax accountant, or other consultant who receives cash or other financial benefits
from the Company in an amount that exceeds a certain amount, other than remuneration for Directors/Audit & Supervisory
Board Members
6) A person who receives donations or grants from the Company in an amount that exceeds a certain amount (If the person who
receives the donations or grants is an organization, such as an incorporated entity, union, or other organization, a businessexecutor of the organization)7) If Executive Director or Full-time Audit & Supervisory Board Member of the Company concurrently serves as an outside
director or an outside audit & supervisory board member of another company, a business executor of such company
8) A spouse or a second-degree relative of Director, Audit & Supervisory Board Member, Executive Officer, or other significant
employee of the Company
9) A person who has fallen under any of the paragraphs 1 through 8 above in the past ten (10) years10) Notwithstanding the provisions of the preceding paragraphs, a person who is reasonably judged to have a potential conflict ofinterest with general shareholders(Notes) 1. A “person who is a major business partner of the Company” in Paragraph 1 refers to a person who accounts for 2% or more of theCompany’s consolidated net sales in any of the last five (5) fiscal years.
2. A “person whose major business partner is the Company” in Paragraph 2 refers to a person who receives 2% or more of the person’s
consolidated net sales from the Company in any of the last five (5) fiscal years. If consolidated financial statements are unavailable,
non-consolidated net sales are applied for the criteria.
3. A “business executor” refers to the executive specified under Article 2, paragraph (3), item (vi) of the Ordinance for Enforcement of
the Companies Act, and includes Executive Directors, Executives, Executive Officers, other employees, etc.
4. A “major shareholder” refers to a person or an incorporated entity that directly or indirectly holds 10% or more of the total voting rightsof the Company.
5. A “certain amount” refers to profit from money or other property of 10 million yen or higher per year.

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