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 3, 2024
(Start date of measures for electronic provision: May 28, 2024)
To Shareholders with Voting Rights:
Hitoshi Okamoto
President & CEO
ITOCHU-SHOKUHIN Co., Ltd.
2-2-22 Shiromi, Chuo-ku, Osaka

NOTICE OF THE 106th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce the 106th Annual General Meeting of Shareholders of ITOCHU-SHOKUHIN Co.,
Ltd. (the “Company”) to be held as described below.
In convening the Annual General Meeting of Shareholders, the Company has taken measures for electronic
provision and posted the items subject to measures for electronic provision as the Notice of the 106th Annual
General Meeting of Shareholders on the following website.
[Company website]
https://www.itochu-shokuhin.com/ir/notice.html
In addition to the above, the information is also posted on the following website.
[Website for Materials for the Annual General Meeting of Shareholders]
https://s.srdb.jp/2692/[The Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
When accessing the above website, enter “ITOCHU-SHOKUHIN” in “Issue name (company name)” or theCompany’s securities code “2692” in “Code,” and select “Basic Information” and then “Documents for public
inspection/PR information” to view the materials.
Additionally, if you do not attend the meeting in person, you may exercise your voting rights in writing or via
the internet. Please refer to the Reference Documents for the Annual General Meeting of Shareholders andexercise your voting rights no later than 5:30 p.m. on Wednesday, June 19, 2024, Japan Standard Time.

1. Date and Time:
2. Place:

Thursday, June 20, 2024 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:
106th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Independent Auditor and the Audit & Supervisory Board for the Consolidated
Financial Statements-1-2. Non-consolidated Financial Statements of the Company’s 106th Fiscal Year

(April 1, 2023 - March 31, 2024)
Agenda:Proposal 1:
Proposal 2:
Proposal 3:Distribution of Surplus
Election of Nine (9) Directors
Election of Three (3) Audit & Supervisory Board Members● Of the items subject to measures for electronic provision, the following items, pursuant to laws andregulations and the Articles of Incorporation of the Company, are not contained in paper-based documents
to be delivered to shareholders who have made a request for their delivery. The Audit & Supervisory Board
Members and the Accounting Auditor have audited the documents subject to audit, including the following
items.
･ “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements”
of the Consolidated Financial Statements･ “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements● In consideration of the convenience of shareholders who have not made a request for the delivery of paperbased documents, the Company sends them the Reference Documents for the Annual General Meeting of
Shareholders, etc. as well out of the items subject to measures for electronic provision, so that they may
confirm the main point of the Agenda.
● If revisions are made to the items subject to measures for electronic provision, a notice of the revisions andthe details of the items before and after the revisions will be posted on the websites described on page 1.
● If changes, etc. are made to the operation of the General Meeting of Shareholders, they will be posted on
the Company’s website.

-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 submit 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 no later than the voting
deadline. If there is no indication of
approval or disapproval of each of the
proposals indicated on the Voting
Rights Exercise Form, it will bedeemed as a vote for approval.

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)

Voting deadline
Date of the Annual General Meeting of
Shareholders
Thursday, June 20, 2024
10:30 a.m.

Wednesday, June 19, 2024

Voting deadline

5:30 p.m.

Wednesday, June 19, 2024

(Forms arriving before the deadline

5:30 p.m.

are acceptable.)
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)(Business hours:
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency
0120-782-031 9:00 a.m. - 5:00 p.m. on weekdays
Department
only)

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 have paid stable and continuous dividends without reduction, with a view toimproving the level of shareholder returns. During the period of the Medium-term Management Plan, theCompany will make progressive dividend payments, increasing dividends in tandem with profit growth.
Accordingly, the Company proposes to pay a year-end dividend for the fiscal year under review of 60 yen per
share. As a result, the annual dividend for the fiscal year under review, including the interim dividend of 50
yen per share, will be 110 yen per share, an increase of 30 yen over the previous fiscal year.
We will allocate internal reserves to investments in foundation for logistics functions, DX and humanresources, as well as in growth for information, product development and logistics areas, which we havepositioned as the core fields, in order to further enhance corporate value.
Under this policy, the Company proposes to pay a year-end dividend for the 106th 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 amount
60 yen per common share of the Company
Total
761,217,060 yen
Combined with the interim dividend of 50 yen already paid out, the annual dividend for the fiscal
year will be 110 yen per share.
(3) Date the distribution of surplus comes into effectJune 21, 2024
2.

Matters regarding distribution of other surplus(1) Surplus item to be increased and the amount thereof
General reserves
4,700,000,000 yen(2) Surplus item to be decreased and the amount thereof
Retained earnings brought forward 4,700,000,000 yen-4-Proposal 2: 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 establish the management structure and ensure the diversity of the Board of
Directors to steadily achieve the Medium-term Management Plan “Transform 2025 - Creation and Circulation,”
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 summaryof candidates for the new directors are as follows.

No.

Name

GenderAttendance at theCurrent positions and responsibilities in Board of Directors
meetings during
the Company
the fiscal year

1

Reappointment

Hitoshi Okamoto

Male

Representative Director andPresident & CEO, Chief Corporate
Officer

13 of 13 meetings(100%)

2

Reappointment

Mitsuo Kawahara

Male

Director and Vice President,
Assistant Chief Corporate Officer

13 of 13 meetings(100%)

3

Reappointment

Naoyuki Uozumi

Male

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

13 of 13 meetings(100%)

Director and Managing Executive
Officer, Deputy Chief Executive,
Sales & Marketing Group;
13 of 13 meetings
Executive General Manager,(100%)
Purchasing Policy Management
Division; General Manager,
Diversity Promotion OfficeDirector and Executive Officer, Chief
Executive, Administration &13 of 13 meetings
Management Group; in charge of(100%)
Compliance; in charge of
Sustainability

4

Reappointment

Yoshihiro
Fukushima

Male

5

Reappointment

Masanori Omori

Male

6

Reappointment

Hiroyuki Nakamura

Male

Director

10 of 10 meetings(100%)

7

Reappointment

Outside Yasuyuki Miyasaka
Independent

Male

Director

13 of 13 meetings(100%)

8

Reappointment

OutsideIndependent

Takako Okuda

FemaleDirector

13 of 13 meetings(100%)

9

Reappointment

OutsideIndependent

Kaoru Chujo

FemaleDirector

13 of 13 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

1

Hitoshi Okamoto(June 14, 1956)
Reappointment

2

Mitsuo Kawahara(March 26, 1959)
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;
President, Textile Company
1,000
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
Representative Director and 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 Representative Director and President &CEO, he demonstrates excellent management skills and strong leadership, and is steadily advancing
the Medium-term Management Plan in order to meet expectations of shareholders. The Company
therefore nominates him as a candidate for Director based on the judgment that he is qualified as aleader 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 2019
Managing Executive Officer; Deputy Chief Executive, Sales &Marketing Group; Executive General Manager, Marketing &Sales Division
2,500
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
April 2023
Director and Vice President, Assistant Chief Corporate Officer(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 Director and Vice President, he has contributed to strengthening
collaboration between the sales and marketing group and the corporate group and organicallycoordinating each sales division, and is making a contribution to establishing the foundation forgrowth, etc. of the Company. 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 theCompany’s corporate value.

-6-

No.

Name
(Date of Birth)

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

3

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
Marketing & Sales Division; General Manager, Co-op Division
2,000
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
June
2022
Director and Managing Executive Officer, Deputy Chief
Reappointment
Executive, Sales & Marketing Group; General Manager,
Diversity Promotion Office
April 2023
Director and Managing Executive Officer, Chief Executive,
Sales & Marketing Group (current)(Significant concurrent positions)―Reason for nomination as candidate for Director
Mr. Naoyuki Uozumi has long engaged in the sales and marketing group and possesses various
business experiences and broad knowledge in the food distribution industry. As a general managerof the marketing and sales division since April 2023, he has been making a contribution to steadyprofit growth of the Company by strengthening the sales promotion and system and leading efforts inthe three core fields of information, product development and logistics areas. 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 1985
April 2008
September 2013
January 2015
April 20174

Yoshihiro
Fukushima(November 23,
1962)
Reappointment

Number ofshares of theCompany held

Joined ITOCHU Corporation
Chief Executive Officer, CONVERSE FOOTWEAR CO., LTD.
Chief Executive Officer, CONVERSE APPAREL CO., LTD.
Chief Executive Officer, CONVERSE JAPAN CO., LTD.
Executive Officer, Chief Operating Officer, Brand Marketing
Division 2, ITOCHU Corporation
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
500
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
April 2023
Director and Managing Executive Officer, Deputy Chief
Executive, Sales & Marketing Group; Executive General
Manager, Purchasing Policy Management Division; General
Manager, Diversity Promotion Office (current)(Significant concurrent positions)
Outside Director, every, Inc.
Reason for nomination as candidate for Director
Mr. Yoshihiro Fukushima, as Deputy Chief Executive of Sales & Marketing Group, has been making
a contribution to building strong relationships with business partners, working to secure revenue
sources in the core fields, and strengthening sales force, etc. Also, he has been contributing to further
promoting diversity as General Manager of Diversity Promotion Office. 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.

-8-

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)
Reappointment

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 Division
May 2019
General Manager, Internal Audit Division
April 2020
Junior Executive Officer; General Manager, Internal Audit
500
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
June 2022
Director and 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.
Reason for nomination as candidate for Director
Mr. Masanori Omori has qualities to make strategic and comprehensive judgements in the corporategroup that supports management. Since assuming office as Director in June 2022, he has beenpromoting the Medium-term Management Plan and making a contribution to strengthening themanagement basis by promoting the enhancement of human capital, DX promotion, efforts tosustainability, etc. as Chief Executive of Administration & Management Group. In addition, he hasserved as General Manager of Integrated Risk Management Division and Junior Executive Officer of
ITOCHU Corporation and as Chief Executive Officer of ITOCHU Corporation’s subsidiaries, andpossesses various business experiences and abundant knowledge. The Company therefore nominates
him as a candidate for Director based on the judgment that he is qualified to contribute to thesustainable enhancement of the Company’s corporate value.

-9-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company

Joined ITOCHU Corporation
General Manager, Food Products Marketing & Distribution
Strategy Office, Food Products Marketing & Distribution
Division
April 2005
Chief Executive Officer, Retail Net Co., Ltd.
April 2011
Deputy General Manager, Food Products Marketing &Distribution Department, ITOCHU Corporation
April 2018
Executive Officer, Chief Executive of Corporate Planning,
NIPPON ACCESS, INC.
April 2019
Director and Managing Executive Officer, Chief Executive of
Merchandising Administration & Marketing
April 2021
Deputy Chief Operating Officer, Food Products Marketing &—Distribution Division, ITOCHU Corporation
April 2023
Chief Operating Officer, Food Products Marketing &HiroyukiDistribution DivisionNakamura
June 2023
Director, the Company (current)(August 28, 1965) April 2024
Executive Officer, Chief Operating Officer, Food Products
Marketing & Distribution Division, ITOCHU Corporation
Reappointment(current)(Significant concurrent positions)Executive Officer, Chief Operating Officer, Food Products Marketing &Distribution Division, ITOCHU Corporation
Director (non-executive), NIPPON ACCESS, INC.
Audit & Supervisory Board Member (non-executive), CONFEX HOLDINGS Co.,Ltd.
Reason for nomination as candidate for Director
Mr. Hiroyuki Nakamura serves as Executive Officer and 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 2023, he has been offering accurate advice, etc. and appropriately fulfilling his duties such as
appropriate decision-making by the Board of Directors and supervision of business execution. 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.
April 1990
April 2004

6

Number ofshares of theCompany held

- 10 -

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)Head, Yasuyuki Miyasaka Certified Public Accountant Office
Yasuyuki Miyasaka Outside Member of Audit & Supervisory Board, Resonac Holdings Corporation(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. Since assuming office as Outside Director of the Company in June 2018, he has
Outsidebeen properly supervising the management of the Company and offering accurate advice on ensuring
validity and appropriateness in decision-making by the Board of Directors primarily from his expert
Independent
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, such as byactively providing advice on the decision-making process of the nomination and compensation andcorporate governance. 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.

- 11 -

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 (currently, Tokyo
Electric Power Company Holdings, Inc.), 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 Statutory Auditor, 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 been making acontribution to ensuring appropriateness in decision-making by the Board of Directors andsupervising business execution from diverse standpoints. She also has been appropriately fulfilling
her role such as by offering advice on the Company’s diversity promotion, efforts to sustainability,
etc. Although having no direct experience in corporate management other than as outside director
and outside audit & supervisory board member, it is expected that she will continue to provide usefuladvice, etc. 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. 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.

- 12 -

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 served as a manager of the mobile,
AI and IoT businesses at FUJITSU LIMITED. She is currently participating in a collaborative
organization focused on new AI technologies, comprising industry, government, academia andcitizens. In addition, she possesses diverse standpoints as she has been developing a consulting
business such as diversity promotion. Since assuming office as Outside Director of the Company inJune 2021, she has been offering advice on ensuring validity and appropriateness in decision-making
by the Board of Directors and properly supervising business execution from an objective andpractical standpoint. She also has been appropriately fulfilling her role such as by actively engaging
in the Company’s diversity and DX promotion. It is expected that she will continue to make thesecontributions. 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 six (6) years at the conclusion of this Annual General
Meeting of Shareholders.
4. Ms. Takako Okuda will have served as Outside Director for five (5) years at the conclusion of this Annual General Meetingof Shareholders.
5. Ms. Kaoru Chujo will have served as Outside Director for three (3) years 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 6.
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.
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- 13 -

in the career summary on page 9.
9. Mr. Hiroyuki Nakamura serves 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 10.
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. Hiroyuki Nakamura, 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.

- 14 -

Proposal 3: Election of Three (3) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Hideaki Nagashima, Kensuke Masuoka andShinichiro Yamaoka will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of three (3) Audit & Supervisory Board Members, including two (2) Outside
Audit & Supervisory Board Members, is proposed in order to maintain an 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.
Candidates for Audit & Supervisory Board Member 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 approval of the Audit & Supervisory Board has been obtained regarding this Proposal.
The names and career summary of candidates for the audit & supervisory board members are as follows.

No.

Name

1

Reappointment

2

Reappointment

3

Reappointment

GenderAttendance at
the Audit &Current positions in the
Supervisory Board
Company
meetings
during the fiscal year

Hideaki Nagashima

Male

Full-time Audit &Supervisory Board
Member

15 of 15 meetings(100%)

OutsideIndependent

Kensuke Masuoka

Male

Audit & Supervisory
Board Member

15 of 15 meetings(100%)

OutsideIndependent

Shinichiro Yamaoka

Male

Audit & Supervisory
Board Member

15 of 15 meetings(100%)- 15 -

No.

Name(Date of Birth)

Career summary and positions at the Company
April 1988
April 2002

1

2

Number ofshares of theCompany held

Joined ITOCHU Corporation
General Manager, Business Administration Team, Metals &Energy Administration Division
October 2006
General Manager, Business Administration Team, Space,
Information and Multimedia Business Control Division
April 2008
Deputy General Manager, Europe Business & Credit Group
April 2014
Assistant CFO, Senior Officer, Machinery Company
May 2017
Director, General Manager, Control & Administration
Department, ITOCHU Plantech Inc.
—
June 2020
Audit & Supervisory Board Member, the Company
August 2020
General Manager, Global Risk Management Division, Control
HideakiDivision, ITOCHU Corporation
Nagashima
May 2021
Deputy General Manager, Global Risk Management Division(June 18, 1964) June 2022
Full-time Audit & Supervisory Board Member, the Company(current)
Reappointment(Significant concurrent positions)―Reason for nomination as candidate for Audit & Supervisory Board Member
Mr. Hideaki Nagashima has many years of experience in the administration department and the risk
management department of ITOCHU Corporation and has abundant knowledge of these fields, aswell as various experiences, including serving as Director in the subsidiary of ITOCHU
Corporation. Since assuming office as Audit & Supervisory Board Member of the Company in June
2020, He has been conducting appropriate audits and supervision. In addition, since June 2022, hehas been fulfilling the responsibilities of a Full-time Audit & Supervisory Board Member. The
Company therefore nominates him as a candidate for Audit & Supervisory Board Member based on
the judgement that he is qualified to contribute to the sustainable enhancement of the Company’s
corporate value.
April 1989
Registered as attorney-at-law (Japan Federation of Bar
Associations);
joined Tokyo Bar Association;joined Shozo Masuoka Law Firm
April 1993
Permanent Member, Tokyo Bar Association
April 2003
Vice-President, Tokyo Bar Association—
December 2006
Audit & Supervisory Board Member, the Company (current)
January 2007
Representative, Masuoka General Law Firm (current)(Significant concurrent positions)Kensuke Masuoka Representative, Masuoka General Law Firm
(May 18, 1957) Outside Audit & Supervisory Board Member, TJM DESIGN CORP.
Reason for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Kensuke Masuoka has abundant experience and knowledge related to corporate legal affairs as
Reappointment
an attorney-at-law. Since assuming office as Outside Audit & Supervisory Board Member of theOutsideCompany, he has been monitoring and supervising management of the Company as well as offering
Independent
appropriate advice from an objective and neutral standpoint. In addition, he has been offering
accurate opinions and suggestions as a member of the Governance Committee. The Company
therefore nominates him as a candidate for Outside Audit & Supervisory Board Member 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. Kensuke Masuoka 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.

- 16 -

No.

Name(Date of Birth)

Career summary and positions at the Company

Number ofshares of theCompany held

October 1994

Shinichiro
Yamaoka(July 21, 1969)
3

Reappointment
OutsideIndependent

Joined Tohmatsu & Co. (currently, Deloitte Touche Tohmatsu
LLC)
March 1999
Registered as certified public accountant
September 2007 Left Deloitte Touche Tohmatsu LLC
October 2007
Founded Veritas Accounting Co., Ltd., President & Chief
Representative (current)—
Founded Yamaoka Law & Accounting Office, Partner (current)
June 2020
Audit & Supervisory Board Member, the Company (current)(Significant concurrent positions)
President & Chief Representative, Veritas Accounting Co., Ltd.
Partner, Yamaoka Law & Accounting OfficeOutside Audit & Supervisory Board Member, eGuarantee, Inc.
Reason for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Shinichiro Yamaoka has a high level of expertise regarding corporate finance, accounting andinternal control as a certified public accountant, as well as various experiences as a corporate
manager. Since assuming office as Audit & Supervisory Board Member of the Company in June
2020, he has been monitoring and supervising management of the Company as well as offering
appropriate advice by utilizing his expertise and experience. The Company therefore nominates him
as a candidate for Outside Audit & Supervisory Board Member based on the judgement that he isqualified to contribute to the sustainable enhancement of the Company’s corporate value.
Information regarding Independent Officers
The Company has designated Mr. Shinichiro Yamaoka 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.

(Notes) 1. There is no special interest between each candidate and the Company.
2. Mr. Kensuke Masuoka and Mr. Shinichiro Yamaoka are candidates for Outside Audit & Supervisory Board Member.
3. Mr. Kensuke Masuoka will have served as Outside Audit & Supervisory Board Member for seventeen (17) years and six(6) months at the conclusion of this Annual General Meeting of Shareholders.
4. Mr. Shinichiro Yamaoka will have served as Outside Audit & Supervisory Board Member for four (4) years at theconclusion of this Annual General Meeting of Shareholders.
5. Mr. Hideaki Nagashima 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 16. He has also served in the past ten (10) years as a corporate officer of ITOCHU SysTech
Corporation (currently, ITOCHU MACHINE-TECHNOS CORPORATION) and Century Medical, Inc., with which theCompany has important business relationships.
6. 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 Audit & Supervisory Board Members to limit their liability for damages specified in Article 423, paragraph (1) of thesaid 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 Audit & Supervisory Board Member has performed his duties ingood faith and without gross negligence. If Mr. Hideaki Nagashima, Mr. Kensuke Masuoka and Mr. Shinichiro Yamaoka
are re-elected at this Annual General Meeting of Shareholders, the Company will continue the above agreements.
7. 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 withan insurance company to cover damages and litigation expenses in the event that a claim is made against the insured fordamages 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.

- 17 -

ReferenceManagement structure following the approval of Proposal 2 and Proposal 3

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

GenderOverall

Sales/

Finance/

Legal affairs/

HR training/

ESG/

Governance/

ICT

management/

marketingaccounting

risk

diversity

sustainability

internal(Information

control

communication

management

management

strategytechnology)/

Director

logistics

HitoshiOkamoto

Male

●

○

MitsuoKawahara

Male○

NaoyukiUozumiMale

Yoshihiro
Fukushima

○

○

○

○

○

●

○

○

●

○

●

○

●

○

●

●

Male

○

●

○

●

○

Masanori
Omori

Male

○

○

●

●

HiroyukiNakamura

Male

YasuyukiMiyasaka
Outside

Male

○

●
●

○

●

●

●

○

○

○

●

○

Independent

TakakoOkuda
OutsideFemale

○

○

●

●

○

○

●

●

●

Independent

Kaoru
Chujo
OutsideFemaleAudit & Supervisory Board Member

Independent

HideakiNagashima

Male

○

●

○

Ryuta
Seike

Male

○

●

○

●

●

●

●

KensukeMasuoka
OutsideMale

Independent

Shinichiro
Yamaoka
OutsideMale●

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

- 18 -●

Composition of the Board of Directors
Ratio of Outside Directors: 33.3%
Business execution: 5 Directors
Non-business execution: 4 Directors
Composition of the Audit & Supervisory Board
Ratio of Outside Audit & Supervisory Board Members: 50%
Out of 4 Audit & Supervisory Board Members, 2 of them are Outside Independent Audit & Supervisory Board Members (both aremale).
Composition of Governance Committee
Ratio of Outside Governance Committee Members: 60%- 19 -

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
the same 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.

- 20 -