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 6, 2022
To Shareholders with Voting Rights:
Hitoshi Okamoto
President & CEO
ITOCHU-SHOKUHIN Co., Ltd.
2-2-22 Shiromi, Chuo-ku, Osaka

NOTICE OF THE 104th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 104th 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 22, 2022, Japan Standard Time.
1. Date and Time:
2. Place:

Thursday, June 23, 2022 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:
104th Fiscal Year (April 1, 2021 - March 31, 2022) 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 104th Fiscal Year
(April 1, 2021 - March 31, 2022)
Agenda:Proposal 1:
Distribution of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of One (1) Audit & Supervisory Board Member
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.
Website for exercising voting rights
https://www.web54.net(Japanese only)

Date of the Annual General Meeting of
Shareholders

Thursday, June 23, 2022
10:30 a.m.

Voting deadline

Voting deadline

Wednesday, June 22, 2022

Wednesday, June 22, 2022

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 be 80 yen per share.
We will allocate internal reserves to strategic investments in the Critical Logistics and Enterprise
Information System areas, as well as in new business opportunities that create new value in order to further
enhance corporate value.
Under this policy, the Company proposes to pay a year-end dividend for the 104th 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
507,486,120 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 24, 2022
2.

Matters regarding distribution of other surplus(1) Surplus item to be increased and the amount thereof
General reserves
2,800,000,000 yen(2) Surplus item to be decreased and the amount thereof
Retained earnings brought forward 2,800,000,000 yen-4-Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal(1) Changes relating to the convocation of general meetings of shareholders
The Act Partially Amending the Act on Strengthening Industrial Competitiveness (Act No. 70 of 2021;
hereinafter, the “Industrial Competition Act”) came into effect on June 16, 2021, permitting listed companies
to hold a general meeting of shareholders at no fixed location under certain conditions (a so-called “virtualonly general meeting of shareholders”), if provided for in the Articles of Incorporation. In consideration of
measures against large-scale disasters, including infectious diseases and natural disasters, and measures
promoting the digitalization of society as a whole, we believe that enabling the Company to hold a general
meeting of shareholders at no fixed location will increase the options for holding said meetings and contributeto the interests of shareholders. Accordingly, we propose amendments to Article 12 of the current Articles ofIncorporation.
The amendments to the Articles of Incorporation contained in this proposal shall take effect provided thata resolution to this effect is passed by this General Meeting of Shareholders as stipulated under the Industrial
Competition Act, and upon confirmation by the Minister of Economy, Trade and Industry and the Minister ofJustice pursuant to the provisions of the Ordinance of the Ministry of Economy, Trade and Industry and theOrdinance of the Ministry of Justice that these amendments contribute to strengthening industrial
competitiveness while considering the interests of shareholders.
(2) Changes related to the system for electronic provision of reference materials for general meetings ofshareholders
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) shall become effective on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of referencematerials for a general meeting of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
1) The provisions related to the internet disclosure and deemed provision of reference documents, etc. for thegeneral meeting of shareholders (Article 18 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
2) The proposed amendment to Article 18, Paragraph 1 provides that measures shall be taken for theelectronic provision of information contained in the reference documents, etc. for the general meeting ofshareholders.
3) The proposed amendment to Article 18, Paragraph 2 establishes provisions to limit the scope of matters to
be stated in a paper copy to be provided to shareholders who have requested it.
4) In accordance with the aforementioned establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of the amendments
Details of the amendments are as follows.
Current Articles of Incorporation(Convocation of a General Meeting of Shareholders)
Article 12 An ordinary general meeting ofshareholders of the Company shall be
convened in June of each year, and an
extraordinary general meeting ofshareholders shall be convened asnecessary.
2. A general meeting of shareholders may
be convened at the Head Office or
nearby, or in a ward within the Tokyo
metropolitan area.

(Amended parts are underlined.)
Proposed Amendments(Convocation of a General Meeting of Shareholders)
Article 12(Unchanged)(Newly established)

2.

(Unchanged)

3. A general meeting of shareholders of theCompany may be a general meeting ofshareholders at no fixed location.

-5-

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents, Etc. for the General Meetingof Shareholders)
Article 18 In convening a general meeting ofshareholders, it may be deemed that theCompany has provided the shareholders
with the necessary information thatshould be described or indicated in thereference documents for the general
meeting of shareholders, business reports,
non-consolidated financial statements andconsolidated financial statements, on thecondition that such information isdisclosed through the Internet inaccordance with the Ordinance of the
Ministry of Justice.

Proposed Amendments(Deleted)(Measures for Electronic Provision, Etc.)
Article 18 In convening a general meeting ofshareholders, the Company shall provide
information contained in the reference
documents, etc. for the general meetingof shareholders electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the applicable Ordinance ofthe Ministry of Justice in the paper copy
to be sent to shareholders who haverequested it by the record date for voting
rights.

(Newly established)-6-

Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendments(Supplementary Provisions)
Article 1 Amendments to Article 12 (Convocationof a General Meeting of Shareholders) of
the Articles of Incorporation prior to theamendments shall become effective on thedate that the Minister of Economy, Tradeand Industry and the Minister of Justiceconfirm that a general meeting ofshareholders of the Company held at nofixed location meets the requirements
stipulated in the Ordinance of the Ministryof Economy, Trade and Industry and theOrdinance of the Ministry Justice, and this
Article shall be deleted as of the effective
date.
Article 2 The deletion of Article 18 (Internet
Disclosure and Deemed Provision ofReference Documents, Etc. for the
General Meeting of Shareholders) prior to
the amendments and the proposed
establishment of Article 18 (Measures forElectronic Provision, Etc.) following theamendments shall become effective on
September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 18 (Internet
Disclosure and Deemed Provision ofReference Documents, Etc. for the
General Meeting of Shareholders) of the
Articles of Incorporation prior to theamendments shall remain in force withrespect to a general meeting ofshareholders to be held on a date up to
February 28, 2023.
3. These supplementary provisions shall bedeleted on March 1, 2023 or after the lapseof three months from the date of thegeneral meeting of shareholders set forthin the preceding paragraph, whichever islater.

-7-

Proposal 3: Election of Nine (9) Directors
The terms of office of all nine (9) current directors will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, in order to further strengthen the management structure and ensure the diversity of the Boardof Directors to achieve the Medium-term Management Plan ending in FY2022, 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, Deputy Chief Executive,
Sales & Marketing Group;
Executive General Manager,
Purchasing Policy Management
Division; Executive General
Manager, Retail Division
Managing Executive Officer,
Deputy Chief Executive, Sales &Marketing Group; General Manager,
Diversity Promotion Office
Executive Officer, Chief Executive,
Administration & Management
Group; in charge of Compliance; incharge of Sustainability

11 of 11 meetings(100%)

3

Reappointment

Yoshihiro Fukushima

4

New appointment

Naoyuki Uozumi

5

New appointment

Masanori Omori

6

Reappointment

Hidenari Sato

Director

11 of 11 meetings(100%)

7

Reappointment

OutsideIndependent

Yasuyuki Miyasaka

Director

14 of 14 meetings(100%)

8

Reappointment

OutsideIndependent

Takako Okuda

Director

14 of 14 meetings(100%)

9

Reappointment

OutsideIndependent

Kaoru Chujo

Director

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.

-8-

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 leading themanagement and steadily advancing the Medium-term Management Plan with excellent management
skills backed by his accurate decision-making ability. 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 &2,100Marketing 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 plays a role inmanagement. In addition, he has contributed to organically coordinating each sales division, and ismaking a contribution to achieving the Medium-term Management Plan by implementing acustomer-oriented approach, strengthening the foundation of existing businesses, and securing newrevenue sources through efforts to creates new value. The Company therefore nominates him as a
candidate for Director based on the judgment that he is qualified to contribute to the sustainableenhancement of the Company’s corporate value.

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No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1985
April 2008
April 20103

Yoshihiro
Fukushima(November 23,
1962)
Reappointment

Number ofshares of theCompany held

Joined ITOCHU Corporation
Chief Executive Officer, CONVERSE FOOTWEAR CO., LTD.
General Manager, Brand Marketing Division 2, ITOCHU
Corporation
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;
ITOCHU Europe PLC
April 2017
Executive Officer, Chief Operating Officer, Brand Marketing
Division 2
500
April 2020
Executive Officer, Deputy Executive General Manager,
Purchasing Policy Management Division, the Company
June 2021
Director and Executive Officer, Deputy Executive General
Manager, Purchasing Policy Management Division
April 2022
Director and Managing Executive Officer, Deputy Chief
Executive, Sales & Marketing Group; Executive General
Manager, Purchasing Policy Management Division; Executive
General Manager, Retail Division (current)(Significant concurrent positions)
Outside Director, every, Inc.
Reason for nomination as candidate for Director
Mr. Yoshihiro Fukushima has been making a contribution to achieving the Medium-term Business
Plan by building strong relationships with business partners, working to create new value by
strengthening collaboration among manufacturing, distribution, and sales, and promoting diversity
since assuming office as Director of the Company in June 2021. In addition, he has served as
Executive Officer of ITOCHU Corporation and as Chief Executive Officer of ITOCHU
Corporation’s subsidiaries, and possesses deep insight regarding management. 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.

- 10 -

No.

Name(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1985
April 2007

4

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department No. 4, West Japan
Marketing & Sales Division
April 2011
Branch Manager, Kyushu & Chugoku Branch, West Japan
Marketing & Sales Division
April 2012
Deputy Executive General Manager, West Japan Marketing &Sales Division; Branch Manager, Kyushu Branch
April 2014
Executive General Manager, West Japan Marketing & Sales
Division; General Manager, Co-op Division
June 2015
Executive Officer, Executive General Manager, West Japan
1,800
Marketing & Sales Division; General Manager, Co-op Division
April 2020
Executive Officer, Chief Executive, Corporate Management
Group; in charge of CSR
April 2021
Managing Executive Officer, Chief Executive, Corporate
Naoyuki Uozumi
Management Group; in charge of CSR; General Manager,(August 31, 1962)
Diversity Promotion Office
April
2022
Managing Executive Officer, Deputy Chief Executive, Sales &New appointment
Marketing Group; General Manager, Diversity Promotion Office(current)(Significant concurrent positions)—Reason for nomination as candidate for Director
Mr. Naoyuki Uozumi has long engaged in the marketing and sales division and possesses various
business experiences and broad knowledge in the food distribution industry. Since assuming office as
Executive Officer in 2015, he has served as Executive General Manager of Marketing & Sales
Division and Chief Executive of Corporate Management Group, and contributed to strengthening
collaboration between sales and corporate planning groups as well as promoting CSR and diversity.
In addition, he assumed office as Managing Executive Officer and Deputy Chief Executive of Sales& Marketing Group in April 2022, and is making a contribution to achieving the Medium-term
Business 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.

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No.

Name(Date of Birth)

Career summary, positions and responsibilities at the Company
April 1986
April 2006
December 2007
April 2011

5

Masanori Omori(February 14,
1964)
New appointment

Number ofshares of theCompany held

Joined ITOCHU Corporation
General Manager, Financial Market Sales Division
President & CEO, ITOCHU Capital Securities Co., Ltd.
General Manager, ERM & Business Planning Office, Integrated
Risk Management Division, ITOCHU Corporation
May 2015
In charge of Business Management, Deputy General
Representative for East Asia
May 2016
General Manager, Integrated Risk Management Division500
May 2019
General Manager, Internal Audit Division
April 2021
Executive Officer, Executive General Manager, Finance &Accounting Division, the Company
April 2022
Executive Officer, Chief Executive, Administration &Management Group; in charge of Compliance; in charge of
Sustainability (current)(Significant concurrent positions)
Director (non-executive), CONFEX HOLDINGS Co., Ltd.
Director (non-executive), CONFEX Co., Ltd.
Reason for nomination as candidate for Director
Mr. Masanori Omori has served as General Manager of Integrated Risk Management Division andGeneral Manager of Internal Audit Division at ITOCHU Corporation and as Chief Executive Officerof ITOCHU Corporation’s subsidiaries, and possesses various business experiences and abundantinsight as well as the qualities to make strategic and comprehensive decisions in the Corporate Group
that supports management. He has properly fulfilled his duties as Executive Officer and Executive
General Manager of Finance & Accounting Division since April 2021 and as Chief Executive of
Administration & Management Group since April 2022. The Company therefore nominates him as a
candidate for Director based on the judgment that he is qualified to contribute to the sustainableenhancement of the Company’s corporate value.

- 12 -

No.

Name(Date of Birth)

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

Hidenari Sato
(November 8,
1966)
Reappointment

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
June 2021
Director, the Company (current)
April 2022
Junior Executive Officer, Chief Operating Officer, Food
Products Marketing & Distribution Division, ITOCHU
Corporation (current)(Significant concurrent positions)
Junior Executive Officer, Chief Operating Officer, Food Products Marketing &Distribution Division, ITOCHU Corporation
Director (Part-time), NIPPON ACCESS, INC.
Reason for nomination as candidate for Director
Mr. Hidenari Sato serves as Junior Executive Officer, Chief Operating Officer of Food Products
Marketing & Distribution Division of ITOCHU Corporation, and has broad knowledge and various
experience in the food distribution industry. Since assuming office as Director of the Company inJune 2021, he has been offering advice from an objective standpoint and appropriately fulfilling his
duties such as appropriate decision-making and supervision by the Board of Directors. 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.

- 13 -

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)(Significant concurrent positions)
Yasuyuki Miyasaka Head, Yasuyuki Miyasaka Certified Public Accountant OfficeOutside Audit & Supervisory Board Member, Showa Denko K.K.
(April 1, 1952)
Reason for nomination as candidate for Outside Director and outline of expected roles
Mr. Yasuyuki Miyasaka has high-level expertise and broad knowledge related to corporate finance
Reappointment
and accounting. As Outside Director of the Company since June 2018, he has been offering accurate
Outsideadvice on ensuring validity and appropriateness in decision-making by the Board of Directors andIndependent
properly supervising business execution primarily from his expert perspective as a certified public
accountant. In addition, as a member of the Governance Committee, he contributes to strengthening
the supervisory function of the Board of Directors, including involvement in the decision-making
process of the nomination and compensation and the supervision of related party transactions. It is
expected that he will continue to utilize his knowledge to accurate advice and appropriate
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 the Company’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.

- 14 -

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)(Significant concurrent positions)
External Audit & Supervisory Board Member, MTI Ltd.
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
opinions and advice as a member of the Governance Committee. Although having no direct
experience in corporate management other than as outside director and outside audit & supervisoryboard member, it is expected that she will continue to provide diverse advice. The Company
therefore nominates her as a candidate for Outside Director based on the judgment that she isqualified to contribute to the sustainable 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.

- 15 -

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)
9Reappointment
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)
June 2021
Director, the Company (current)(Significant concurrent positions)
President and Representative Director, SoW Insight Co., Ltd.
Outside Director, Foster Electric Company, Limited
Outside Director, Mitsubishi UBE Cement Corporation
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. In addition, she has been developing a consulting business such as career design anddiversity promotion. Since assuming office as Outside Director of the Company in June 2021, she
has been offering advice on ensuring validity and appropriateness in decision-making by the Boardof Directors and properly supervising business execution from an objective and practical standpoint.
She also has been appropriately fulfilling her role such as by offering appropriate advice on the
promotion of diversity. It is expected that she will continue to offer accurate advice and appropriate
supervision. The Company therefore nominates her as a candidate for Outside Director based on the
judgment that she is qualified to contribute to the sustainable enhancement of the Company’s
corporate value.
Information regarding Independent Officers
The Company has designated Ms. Kaoru Chujo 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, theCompany will continue to designate her as Independent Officer and will 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 four (4) years at the conclusion of this Annual General
Meeting of Shareholders.
4. Ms. Takako Okuda will have served as Outside Director for three (3) years at the conclusion of this Annual General
Meeting of Shareholders.
5. Ms. Kaoru Chujo will have served as Outside Director for one (1) year at the conclusion of this Annual General Meetingof Shareholders.
6. 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 9.
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 10. 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. Masanori Omori 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 stated- 16 -

in the career summary on page 12.
9. Mr. Hidenari Sato serves 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 13.
10. 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. Hidenari Sato, Mr. Yasuyuki Miyasaka, Ms. Takako Okuda and Ms. Kaoru Chujo to limit their liability fordamages 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 faith and without gross negligence. If these candidates are re-elected at this Annual
General Meeting of Shareholders, the Company will continue the above agreements.
11. Outline of the contents of directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement, as stipulated in the provisions ofArticle 430-3, Paragraph (1) of the Companies Act., that includes Directors as the insured with an insurance company tocover damages and litigation expenses in the event that a claim is made against the insured for damages arising from theexecution 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 plansto renew the agreement with the same contents at the next renewal period.

- 17 -

Proposal 4: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Akira Himeno will expire at the conclusion ofthis General Meeting of Shareholders.
Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed in order to maintainan appropriate and effective audit system.
If this Proposal is approved as originally proposed, the number of Audit & Supervisory Board Members of
the Company will be four (4), including two (2) Outside Audit & Supervisory Board Members.
The candidate for Audit & Supervisory Board Member is 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 approval of the Board of Audit & Supervisory Board Members has been obtained regarding this
Proposal.
The name and career summary of a candidate for Audit & Supervisory Board Member are as follows.
Name(Date of Birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1996
May 2018

Ryuta Seike(July 20, 1972)
New appointment

Joined ITOCHU Corporation
General Manager, Risk Management Office, Housing Life
Business
May 2022
General Manager, Business Management Supervisory Office,—Control Division (current)(Significant concurrent positions)
General Manager, Business Management Supervisory Office, Control Division,
ITOCHU Corporation
Reason for nomination as candidate for Audit & Supervisory Board Member
Mr. Ryuta Seike possesses various experiences and insight gained through many years of
involvement in the business management and risk management department of ITOCHU Corporationand serving as Audit & Supervisory Board Member of subsidiaries and affiliates of ITOCHU
Corporation. The Company expects him to audit appropriately by utilizing these experiences, etc.,
and therefore, nominates him as a candidate for Audit & Supervisory Board Member based on thejudgement that he is qualified to contribute to sustainable enhancement of the Company’s corporate
value.

(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Ryuta Seike serves 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 officerof the companies which the Company has important business relationships with, including ITOCHU Corporation, arestated in the career summary on page 18.
He has also served in the past ten (10) years as a corporate officer of CENTURY 21 REAL ESTATE OF JAPAN LTD.,
ITOCHU KENZAI CORPORATION, ITOCHU Property Development, Ltd., ITOCHU Urban Community Ltd. and P.T.
ANEKA BUMI PRATAMA, with which the Company has important business relationships.
3. 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
agreements with Audit & Supervisory Board Members to limit their liability for damages specified in Article 423,
paragraph (1) of the said Act. The maximum amount of liability under the agreement shall be the minimum amountstipulated in Article 425, paragraph (1) of the said Act, provided that the relevant Audit & Supervisory Board Member
has performed their duties in good faith and without gross negligence. If Mr. Ryuta Seike is elected at this General
Meeting of Shareholders, the Company will enter into the same agreement with him to limit his liability.
4. Outline of the contents of directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement, as stipulated in the provisions ofArticle 430-3, Paragraph (1) of the Companies Act., that includes Audit & Supervisory Board Members 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 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.

- 18 -

ReferenceManagement structure following the approval of Proposal 3 and Proposal 4

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/

HR training/

ESG/

Governance/

ICT

management/

marketingaccounting

risk

diversity

sustainability

internal(Information

control

communication

management

management

strategytechnology)/

Director

logistics

HitoshiOkamoto●○MitsuoKawahara○●

Yoshihiro
Fukushima

○

●

●

○

NaoyukiUozumi○●●●

Masanori
Omori

○

○

●

Hidenari
Sato

○

○
○

●

○

●

YasuyukiMiyasaka

○
●

●
●
○

●

Outside○○●Independent

TakakoOkuda
Outside

○

●

●

●

●

●

○

Independent

Kaoru
Chujo
Outside●Audit & Supervisory Board Member

Independent

HideakiNagashima

○

●

○

Ryuta
Seike

○

●

○

●

●

KensukeMasuoka
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 (candidate included).
2. ● indicates knowledge and experience particularly expected.

- 19 -

Composition of Directors
Ratio of Outside Directors: 33.3%
Business execution: 5 Directors
Non-business execution: 4 Directors
Composition of Audit & Supervisory Board Members
Ratio of Outside Audit & Supervisory Board Members: 50%
Out of 4 Audit & Supervisory Board Members, 2 of them are Outside Independence Audit & Supervisory Board Members (bothare male).
Composition of Governance Committee members
Ratio of Outside Governance Committee members: 60%
Hitoshi Okamoto (Chairman) Director (Male)
Masanori Omori
Director (Male)
Yasuyuki Miyasaka
Outside Independence Director (Male)
Takako Okuda
Outside Independence Director (Female)Kensuke Masuoka
Outside Independence Audit & Supervisory Board Member (Male)- 20 -

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.

- 21 -