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

(Securities Code: 8160)
June 7, 2024
To our shareholders:
Toyonaru UchidaDirector and President
Kisoji Co., Ltd.
18-13, Shirakane 3-chome, Showa-ku, Nagoya-shi

Notice of the 75th Annual General Meeting of Shareholders
We are pleased to announce the 75th Annual General Meeting of Shareholders of Kisoji Co., Ltd. (the “Company”),
which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on websites. Please access the following websites to view the information.
The Company’s website:
https://www.kisoji.co.jp/company/ir/stock.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/8160/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the internet address shown above, enter “Kisoji” in “Issue name (company
name)” or the Company’s securities code “8160” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials
for a General Shareholders Meeting].”
Instead of attending the meeting in person, you may exercise your voting rights either via the Internet, etc.
or in writing (via postal mail). Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024 (Japan Standard
Time).
1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (Japan Standard Time)
2. Venue:
International Conference Room, Bldg. 3, 3F, Nagoya Congress Center
1-1, Atsuta-nishimachi, Atsuta-ku, Nagoya-shi* Please note that the venue is changed from the last year’s meeting.
3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 75th Term (from April 1, 2023 to March 31,2024), as well as the results of the audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 75th Term (from April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)-1-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

Regarding the appropriation of surplus, the Company proposes to proceed as follows.
1. Matters related to appropriation of surplus
During the business year under review, due to the transition to Category 5 of the COVID-19 infection, profit
was positive by 84 million yen due to recovery in personal demand, and retained earnings brought forward at
the end of the fiscal year was 379 million yen. However, the Company would like to maintain retained earnings
brought forward after payment of the year-end dividend at the same level as before.
Therefore, in order to pay stable dividends to our shareholders, the Company requests approval for reversal of
the general reserve.
(1) Items of surplus to be reduced and their amounts
General reserve: 1,000,000,000 yen(2) Items of surplus to be increased and their amounts
Retained earnings brought forward: 1,000,000,000 yen
2. Matters related to year-end dividends
The Company’s basic policy is to continue delivering stable dividends to its shareholders while striving toenhance retained earnings for future business development.
In view of this basic policy, the Company proposes the year-end dividends as follows.
(1) Type of property distributed as dividends
Cash(2) Matters related to allotment of dividend property to shareholders and their aggregate amount
10 yen per common share of the Company; Aggregate amount: 281,606,140 yen
The annual dividend will be 18 yen per share.
(3) Effective date of dividends of surplus
June 28, 2024-2-

Proposal No. 2:

Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The term of office of all eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter the same applies to this Proposal) will expire at the conclusion of this general meeting ofshareholders.
Accordingly, the Company proposes the election of eight (8) Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Positions and responsibilities at the Company

1

Motoyuki Yoshie

Chairman and Representative Director

Reelection

2

Toyonaru Uchida

President and Representative Director

Reelection

Managing Director
General Manager of Sales Headquarters No. 1
and General Manager of East Japan
Headquarters
Managing Director
General Manager of Corporate Planning
Headquarters
Director
General Manager of Kisoji East Japan Sales
Division No. 3
Director
General Manager of Sales Promotion
Headquarters

Reelection

3

Toshiaki Matsuoka

4

Hiroshi Ohashi

5

Mitsuhiro Goda

6

Masaaki Nakane

7

Tsuneyoshi Matsui

Outside Director

Reelection
Outside8

Kuniaki Ito

Outside Director

Reelection
Outside-3-

Reelection

Reelection

Reelection

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1977
Jun. 1978

Motoyuki Yoshie(July 18, 1947)
Reelection
1Jul. 1981
Jun. 1987
Jun. 1993
Jun. 2006
Mar. 2016
Mar. 2021

Joined the Company
General Manager of Product Division of theCompany
Senior Managing Director of the Company
Representative Director of the Company
President and Representative Director of theCompany
Chairman and Representative Director of theCompany
Chairman, President and Representative
Director of the Company
Chairman and Representative Director of theCompany (current position)

Number of theCompany’s shares
held

200,091

Reasons for nomination as a candidate for Director
Since assuming the position of President and Representative Director in 1993, Motoyuki Yoshie has led the corporate
management of the Company over the years and contributed to the improvement of corporate value. We havenominated him again as a candidate for Director based on his achievements, abilities and extensive experience as acorporate manager, as well as his excellent character and insight.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Jul. 1996
Jul. 2003
Apr. 2010
Feb. 2013
Jun. 2017

Apr. 2018

Jun. 2018

Toyonaru Uchida(September 17, 1959)
Reelection
2

Jun. 2019

Jul. 2019

Aug. 2019

Oct. 2019Feb. 2020
Mar. 2021

Joined the Company
Manager of Operational Reform Promotion
Office of the Company
Manager of Nagoya Factory of the Company
Executive Officer of the Company stationed in
Osaka
Executive Officer, General Manager of Human
Resources Headquarters and General Manager
of Human Resources Division of the Company
Executive Officer, General Manager of
Administration General Headquarters, General
Manager of Human Resources Headquarters
and General Manager of Human Resources
Division of the Company
Executive Officer, General Manager of
Administration General Headquarters andGeneral Manager of Human Resources
Division of the Company
Director, General Manager of Administration
General Headquarters and General Manager of
Human Resources Division of the Company
Director, General Manager of Administration
General Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Chubu
Headquarters of the Company
Managing Director, General Manager of Chubu
Headquarters of the Company
President and Representative Director of theCompany (current position)

Number of theCompany’s shares
held

3,000

Reasons for nomination as a candidate for Director
Toyonaru Uchida has served in positions responsible for Operational Reform Promotion Office and Nagoya Factory of
the Company. He has also served as Executive Officer stationed in Osaka, and has been serving as President andRepresentative Director since 2021. We have nominated him again as a candidate for Director based on hisachievements, abilities and extensive experience as a corporate manager, as well as his excellent character and insight.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1987
Jan. 2003
May 2007Jun. 2008

Jun. 2011

Jan. 2012

Toshiaki Matsuoka(September 26, 1964)
Reelection
3

Sep. 2016

Jun. 2017
Jan. 2018
Aug. 2019Feb. 2020
Jan. 2021

Feb. 2021

Sep. 2022

Feb. 2024

Joined the Company
General Manager of Human Resources
Development Division of the Company
General Manager of Human Resources
Headquarters, General Manager of Human
Resources Division and General Manager of
Human Resources Development Division of theCompany
Executive Officer, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director and General Manager of Human
Resources and General Affairs Division of theCompany
Director, General Manager of Human
Resources Headquarters and General Manager
of Human Resources Division of the Company
Director of the Company stationed in Osaka
Director, General Manager of West Japan
Headquarters of the Company
Director, General Manager of East Japan
Headquarters of the Company
Managing Director, General Manager of East
Japan Headquarters of the Company
Managing Director, General Manager of East
Japan Headquarters of the Company, Vice
President and Representative Director of
DAISYOGUN CO., LTD.
Managing Director, General Manager of Sales
Headquarters and General Manager of Chubu
Headquarters of the Company
Managing Director, General Manager of Sales
Headquarters and General Manager of East
Japan Headquarters of the Company
Managing Director, General Manager of Sales
Headquarters No. 1 and General Manager of
East Japan Headquarters of the Company(current position)

Number of theCompany’s shares
held

3,000

Reasons for nomination as a candidate for Director
Toshiaki Matsuoka has served in various positions responsible for Human Resources Development Division and
Human Resources Division of the Company, including General Manager of Human Resources Headquarters. He has
extensive experience and broad insight, and has been serving as a Director of the Company since 2011. The Company
has determined that he is an appropriate person to strongly promote the further improvement of the Company’s
corporate value, therefore nominated him again as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1987
May 2010
Apr. 2011
Jun. 2013

Jun. 2017

Hiroshi Ohashi(July 16, 1963)
Reelection

Apr. 2018
Aug. 20194
Feb. 2021

Jun. 2022

Feb. 2024

Joined the Company
General Manager of Planning Division of theCompany
Executive Officer, General Manager ofPlanning Division of the Company
Director, General Manager of Planning
Division, in charge of Accounting Division andOperational Efficiency Center of the Company
Director, General Manager of Administration
General Headquarters and General Manager ofCorporate Planning Division of the Company
Director, General Manager of East Japan
Headquarters of the Company
Director, General Manager of Corporate
Planning Headquarters and General Manager ofCorporate Planning Division of the Company
Director, General Manager of Administration
Headquarters and General Manager ofCorporate Planning Division of the Company
Managing Director, General Manager of
Administration Headquarters and General
Manager of Corporate Planning Division of theCompany
Managing Director, General Manager ofCorporate Planning Headquarters of theCompany (current position)

Number of theCompany’s shares
held

2,000

Reasons for nomination as a candidate for Director
Hiroshi Ohashi has served in positions including a position responsible for Corporate Planning Division of theCompany. He has extensive experience and broad insight, and has been serving as a Director of the Company since2013. The Company has determined that he is an appropriate person to strongly promote the further improvement of theCompany’s corporate value, therefore nominated him again as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1993
Oct. 1993
Apr. 2001
Sep. 2004
Apr. 2011
Feb. 2015
Jul. 2018
May 2019

Mitsuhiro Goda
(September 22, 1962)
Reelection
5Jun. 2020Feb. 2021
Sep. 2022

Jun. 2023

Jul. 2023
Sep. 2023

Feb. 2024

Joined the Company
Manager of Kisoji Kannana Kotakecho Store of
the Company
Area Manager of Kisoji Tokyo Sales Divisionof the Company
General Manager of Kisoji Tokyo Sales
Division No. 1 of the Company
Assumed the position of Executive Officer of
the Company
Executive Officer, General Manager of Kisoji
Nagoya Sales Division of the Company
Executive Officer, General Manager ofOverseas Business Division of the Company
Executive Officer, General Manager of Suzu
Noren Sales Division of the Company
Executive Officer, General Manager of Kisoji
Osaka Sales Division of the Company
Executive Officer, General Manager of East
Japan Headquarters of the Company
Executive Officer of the Company andPresident and Representative Director of
DAISYOGUN CO., LTD.
Director of the Company and President andRepresentative Director of DAISYOGUN CO.,LTD.
Director, General Manager of Yakiniku
Business Headquarters of the Company
Director, General Manager of Yakiniku
Business Headquarters and General Manager ofYakiniku Business East Japan Sales Division of
the Company
Director, General Manager of Kisoji East Japan
Sales Division No. 3of the Company (current
position)

Number of theCompany’s shares
held

900

Reasons for nomination as a candidate for Director
Mitsuhiro Goda has served in various positions responsible for Kisoji Sales Divisions. He has been serving as an
Executive Officer since 2011 and has extensive experience and broad insight. The Company has determined that he isan appropriate person to strongly promote the further improvement of the Company’s corporate value, therefore
nominated him again as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
Dec. 2003
Feb. 2004
Aug. 2005
Jul. 2012
Feb. 2015
Jun. 2020Feb. 2021

Masaaki Nakane(November 23, 1962)
Reelection

Feb. 2022

6
Sep. 2022

Jun. 2023

Feb. 2024

Joined the Company
Manager of Kisoji Kurokawa Store of theCompany
Area Manager of Kisoji Tokyo Sales Division
No. 2 of the Company
General Manager of Kisoji Nagoya Sales
Division of the Company
General Manager of Kisoji Tokyo Sales
Division No. 1 of the Company
Assumed the position of Executive Officer of
the Company
Executive Officer, General Manager of WestJapan Headquarters and General Manager ofKisoji Osaka Sales Division of the Company
Executive Officer, General Manager of Sales
Planning Headquarters and General Manager ofSales Planning Division of the Company
Executive Officer, Deputy General Manager ofSales Headquarters, General Manager of Chubu
Headquarters and General Manager of Kisoji
Nagoya Sales Division of the Company
Director, Deputy General Manager of Sales
Headquarters, General Manager of Chubu
Headquarters and General Manager of Kisoji
Nagoya Sales Division of the Company
Director, General Manager of Sales Promotion
Headquarters of the Company (current position)

Number of theCompany’s shares
held

800

Reasons for nomination as a candidate for Director
Masaaki Nakane has served in various positions responsible for Kisoji Sales Divisions. He has been serving as an
Executive Officer since 2020 and has extensive experience and broad insight. The Company has determined that he isan appropriate person to strongly promote the further improvement of the Company’s corporate value, therefore
nominated him again as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1974
Jun. 1998

Number of theCompany’s shares
held

Joined Toho Gas., Co., Ltd.
General Manager of Customer Service Divisionof Toho Gas., Co., Ltd.
Apr. 2001
General Manager of Living Distribution
Division of Toho Gas., Co., Ltd.
Jun. 2004
General Manager of General Affairs Division of
Toho Gas., Co., Ltd.
Jun. 2006
Executive Officer of Toho Gas., Co., Ltd. andPresident and Representative Director of Toho
Gas Living, Co., Ltd.
Tsuneyoshi Matsui
Jun. 2008
Managing Executive Officer of Toho Gas., Co.,(April 3, 1951)
Ltd.
3,000
Reelection
Jun. 2010
Senior Executive Officer of Toho Gas., Co.,
OutsideLtd.
7
May 2015
Chairman and Representative Director of Toho
Gas Living, Co., Ltd.
Jun. 2015
Outside Director of the Company (current
position)
May 2016
Corporate Advisor of Toho Gas Living, Co.,
Ltd.
Jul. 2016
Representative Director of MA Kikaku K.K.
(current position)
Aug. 2018
Full-Time Auditor of stmn.inc.
Reasons for nomination as a candidate for Outside Director and an outline of expected roles
Tsuneyoshi Matsui was involved in corporate management of Toho Gas., Co., Ltd. and Toho Gas Living, Co., Ltd. over
the years, and has made outstanding achievements in corporate management. The Company has determined that he will
be able to utilize his extensive experience and broad insight in the Company’s management decision-making, therefore
nominated him again as a candidate for Outside Director.
Apr. 1974
Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)Mar. 1995
Deputy General Manager of Sales Division No.
10 of The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
Kuniaki ItoAug. 1995
President and Representative Director of(June 22, 1951)
MEIKI SHOKAI K.K. (current position)
1,000
Reelection
Feb. 1998
President and Representative Director of
OutsideLamitec K.K. (current position)
8
Apr. 2005
President and Representative Director of
MEIKI K.K. (current position)
Jun. 2015
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and an outline of expected roles
Kuniaki Ito joined The Industrial Bank of Japan, Limited, then served as President and Representative Director of
MEIKI SHOKAI K.K., President and Representative Director of Lamitec K.K., and President and Representative
Director of MEIKI K.K. He has made outstanding achievements in corporate management. The Company has
determined that he will be able to utilize his extensive experience and broad insight in the Company’s management
decision-making, therefore nominated him again as a candidate for Outside Director.
(Notes) 1. There is no special conflict of interests between each candidate and the Company.
2. Tsuneyoshi Matsui and Kuniaki Ito are candidates for Outside Director.
3. Tsuneyoshi Matsui and Kuniaki Ito are currently Outside Directors of the Company, and their terms of office as Outside
Directors will have been nine (9) years at the conclusion of this general meeting of shareholders.
4. The Company has registered Tsuneyoshi Matsui and Kuniaki Ito as independent officers as stipulated under the rules of
the Tokyo Stock Exchange and Nagoya Stock Exchange with the said exchanges.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Tsuneyoshi Matsui and Kuniaki Ito limiting their liability for damages under Article 423, paragraph (1) of the same
Act. The maximum amount of liability for damages under these agreements is the Minimum Liability Amount stipulated- 10 -

in Article 425, paragraph (1) of the Companies Act. The Company intends to continue these agreements if theirreelections are approved.
6. The Company has concluded a liability insurance contract for officers, etc. stipulated under Article 430-3, paragraph (1)of the Companies Act with an insurance company. The insurance contract will cover damages that may be incurred by
the insured due to claims being filed in connection with liabilities for execution of duties or pursuit of such liabilities.
Each of the candidates will be included in the insured of the insurance contract. The Company plans to renew theinsurance contract with the same coverage upon the next renewal.

- 11 -

[Reference] If the Proposal No. 2 is approved and adopted, the Skill Matrix will be as follows:
FinanceHR

Compliance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate

Restaurant

Sales

Motoyuki Yoshie●●

Toyonaru Uchida●

Managing Director

Toshiaki Matsuoka

Managing Director

Hiroshi Ohashi

Director

Mitsuhiro Goda

●

●

●

Director

Masaaki Nakane

●

●

●

Director

Tsuneyoshi Matsui

●

●

●

Director

Kuniaki Ito

●

●

Title
Chairman and
Representative Director
President andRepresentative Director

Director(Full-Time Audit andSupervisory Committee
Member)Director(Audit and Supervisory
Committee Member)
Director(Audit and Supervisory
Committee Member)

Name

Kazuyuki Inamori●●

Toyoko Kumada
Yoshinori Hirano

Legal

●

●

●

●

●

●

●

●

Corporate: Corporate Management
Restaurant: Restaurant Industry
Sales: Sales, Marketing
Legal: Legal Affairs
Finance: Finance, Accounting, IT
HR: Human Resources Management, Human Resources Development
Compliance: Compliance, Risk management- 12 -●●●●●