Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities Code: 3038
January 12, 2024
To Shareholders with Voting Rights
Hirokazu Numata
President and Representative Director
Kobe Bussan Co., Ltd.
125-1 Hirano, Kakogawa-cho,
Kakogawa-shi, Hyogo
Notice of the 38th Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 38th Annual General Meeting of Shareholders of Kobe Bussan Co. Ltd. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which
provide information contained in the Reference Documents for the General Meeting of Shareholders, etc. (the“matters subject to electronic provision measures”) in electronic format, and has posted this information on thefollowing websites on the Internet. Please access one of the following websites to view the information.
[The Company website]
https://www.kobebussan.co.jp/english/ir/meeting.php[Website on which general shareholder meeting materials are posted]
https://d.sokai.jp/3038/teiji/(available in Japanese only)[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, enter “Kobe Bussan” in the “Issue name (company name)” field or our
Securities Code “3038” in the “Code” field, and click on “Search” to find search results. Then, click on “Basic
information” and “Documents for public inspection/PR information” in this order to find “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in the “Filed information
available for public inspection” section.)
In lieu of attending the meeting in person, you may exercise your voting rights in advance via the Internet,
etc. or in writing. If you choose not to attend the meeting on the date of the event, please review the hereto
attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
6:00 p.m. on Monday, January 29, 2024, Japan time.
Please note that we will not provide souvenirs to attendees of the General Meeting of Shareholders.
Thank you for your understanding and cooperation.

- 1 -Particulars
1. Date and Time:

10:00 a.m., Tuesday, January 30, 2024

2. Place:

Banquet Hall Ohwada, 1st floor, South Building, Kobe Portopia Hotel
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe-shi, Hyogo

3. Meeting Agenda
Matters to be reported:

1. The Business Report, the Consolidated Financial Statements, and the Resultsof Audits of the Consolidated Financial Statements by Accounting Auditors
and the Audit and Supervisory Committee for the 38th Fiscal Year (fromNovember 1, 2022 to October 31, 2023)
2. The Non-consolidated Financial Statements for the 38th Fiscal Year (fromNovember 1, 2022 to October 31, 2023)

Matters to be resolved:
Proposal No. 1 – Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory
Committee Members)
Proposal No. 2 – Election of Three (3) Directors Who are Audit and Supervisory Committee Members
4. Guide to the Exercise of Voting Rights(1) When you exercise your voting rights via the Internet, etc.
Please read the Guide to the Exercise of Voting Rights via the Internet, etc. on pages 4 and 5 of theJapanese original of this notice, and enter your approval or disapproval of each proposal following theon-screen guidance by the deadline specified on the previous page.
(2) When you exercise your voting rights in writing
Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise form
and return to arrive by the deadline specified on the previous page. If you do not indicate your approvalor disapproval of each proposal on the returned voting rights exercise form, you will be deemed to haveindicated your approval.
(3) When you have exercised your rights multiple times
If you exercise your voting rights both in writing and via the Internet, etc., the exercise via the Internet,
etc. will be treated as a valid exercise of voting rights. If you exercise your voting rights multiple times
via the Internet, etc., the latest exercise will be treated as a valid exercise of voting rights.
(4) When you have a proxy attend the meeting
Please have the proxy present a written proof of his/her voting rights together with the voting rights
exercise form at the reception desk of the venue. The proxy must be another shareholder of the Company
who has voting rights as provided by the provisions of Article 16 of the Articles of Incorporation of theCompany.

- 2 -If any changes to the matters subject to electronic provision measures arise, a notice to that effect and the matters
before and after the change will be posted on each of the websites as listed on page 1 of this notice.
The following matters will not be provided in the paper copy to shareholders who made a request for delivery of
documents in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporationof the Company.
(i) Consolidated Statements of Changes in Equity(ii) Notes to Consolidated Financial Statements(iii) Non-consolidated Statements of Changes in Equity(iv) Notes to Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in thepaper copy to be delivered to shareholders who made a request for delivery of documents constitute only part of theConsolidated Financial Statements and the Non-consolidated Financial Statements audited by the Audit andSupervisory Committee and Accounting Auditors in preparation of audit reports and accounting audit reports,
respectively.
Please note that the documents other than this notice and the Reference Documents for the General Meeting of
Shareholders are available in Japanese only.
When you attend the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

- 3 -Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 – Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee
Members)
The term of office of all six (6) Directors (excluding Directors Who are Audit and Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of six (6) Directors.
With regard to this proposal, the Audit and Supervisory Committee of the Company has determined that all
candidates for Directors are qualified.
The candidates for Directors are as follows.
Candidate
No.

1

Name
(Date of birth)

Hirokazu Numata(November 16, 1980)[Male][Reappointment]

Career summary, position, assignment, and significant
concurrent position(s)Joined the Company
Manager, STB Production Division
Director
President and Representative Director(current position)
Feb. 2018 Director in charge of Foodservice Promotion
Division (current position)(Significant concurrent position)
Director, Kobe Bussan (H.K.) Limited

Number ofshares of theCompany
held (shares)

Apr. 2009
Apr. 2010
Jan. 2011
Feb. 2012

2,597,000[Reason for nomination]
Hirokazu Numata has engaged in the management of the entire Kobe Bussan Group as President andRepresentative Director of the Company since 2012. Since the appointment, he has streamlined the businessportfolio to expand business and improve operational efficiency. As he has fulfilled his responsibilities by
successfully expanding sales with appropriate management judgment, the Company believes that he isappropriate as Director of the Company.

- 4 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Oct. 2001
Jan. 2007

2

Yasuhiro Tanaka(January 21, 1969)[Male][Reappointment]

Joined the Company
Manager, Business Management System
DivisionJan. 2008
Director
Dec. 2008 Executive Vice President
Feb. 2012 Executive Vice President and Representative
Director (current position)
Apr. 2016 Manager, Agriculture Resources Division
Aug. 2016 Manager, Trading DivisionFeb. 2017 Manager, Corporate Planning DivisionNov. 2017 Manager and Director in charge of Business
Management System Department
Manager and Director in charge of Trading
Department
Manager and Director in charge of Corporate
Planning Department
Dec. 2017 Director in charge of Career Development
Department (current position)
Jan. 2018
Director in charge of Corporate Planning
Department (current position)
Jan. 2019
Director in charge of General Affairs
Department
Manager and Director in charge of Legal
Affairs Department
Manager and Director in charge of System
Department (current position)
Manager and Director in charge of
Accounting Department
Jul. 2019
Manager and Director in charge of BBQ
Business Department, Foodservice
Promotion Division
Director in charge of Accounting Department
Nov. 2020 Manager and Director in charge ofCommunication Design Department (current
position)
Nov. 2021 Director in charge of BBQ Business
Department (current position)
Mar. 2022 Manager and Director in charge of General
Affairs Department
Jan. 2023
Director in charge of General Affairs
Department (current position)
Director in charge of Legal Affairs
Department (current position)(Significant concurrent position)
Director, Kobe Bussan Myanmar Co., Ltd.

Number ofshares of theCompany
held (shares)

10,000[Reason for nomination]
Yasuhiro Tanaka has engaged in the management of the entire Kobe Bussan Group as Executive Vice President
and Representative Director of the Company since 2012. As he has fulfilled his responsibilities as the person in
charge of administrative departments by streamlining and improving efficiency of operations, which enabled theGroup to expand its business, the Company believes that he is appropriate as Director of the Company.

- 5 -Candidate
No.

3

Name
(Date of birth)

Yasuharu Kido
(December 3, 1970)[Male][Reappointment]

Career summary, position, assignment, and significant
concurrent position(s)Jan. 2018
Jul. 2019
Jan. 2022

Number ofshares of theCompany
held (shares)

Joined the Company
Manager, Accounting Department
Director (current position)
Manager and Director in charge of
Accounting Department (current position)
Manager and Director in charge of Finance
Department (current position)

400[Reason for nomination]
Yasuharu Kido holds a wealth of experience and expertise accumulated over long years of service in accounting
and finance, and served as Manager, Accounting Department of the Company since 2019 and Manager andDirector in charge of Accounting Department and Finance Department of the Company since 2022. He has
contributed to the growth of the Group’s business by for example providing suggestions on business planningfrom the standpoint as an executive responsible for Accounting Department and Finance Department.
Accordingly, the Company believes that he is appropriate as Director of the Company.
Jan. 2005
Jan. 2007
Aug. 2012
Feb. 2013
Aug. 2015
Aug. 2016
Nov. 2017

4

Kazuo Asami(June 12, 1976)[Male][Reappointment]

Joined the Company
Director (current position)
Manager, STB Division
Manager, STB Plant Division
Manager, Plant Management Division
Manager, Agriculture Resources Division
Manager and Director in charge of Plant
Management Department
Manager and Director in charge of Domestic
Agriculture Resources Department (current
position)
Dec. 2017 Director in charge of R&D Department(current position)
Mar. 2023 Director in charge of Plant Management
Department (current position)(Significant concurrent positions)
President and Representative Director, Kobe Bussan Eco
Green Hokkaido Co., Ltd.
President and Representative Director, Sekihara Sake
Brewery Co., Ltd.
President and Representative Director, Kikukawa Co., Ltd.
President and Representative Director, Masuzen Co., Ltd.
Executive Director, Kobe Bussan (Anqiu) Foods Co., Ltd.

63,600[Reason for nomination]
Kazuo Asami holds a wealth of experience and track record in the fields of the management of the Group’s
plants and food product manufacturing. He has committed himself to developing private label products
manufactured by the Group’s domestic plants, which drive our business growth with strong support from ourcustomers. Accordingly, the Company believes that he is appropriate as Director.

- 6 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Jul. 2002

5

Satoshi Nishida(March 4, 1978)[Male][Reappointment]

Joined the Company
Gyomu Super FC Operations DivisionSep. 2004 Manager, Yokohama OfficeJan. 2009
Director (current position)
Mar. 2015 Manager, Overseas Marketing Division
Aug. 2015 Manager, Overseas Operations System
Division
Oct. 2015 Manager, Import Retail Operations DivisionNov. 2017 Manager and Director in charge of Overseas
Marketing Department (current position)
Manager and Director in charge of Import
Retail Operations Department
Dec. 2017 Director in charge of Area East
Merchandising Department (current position)(Significant concurrent position)
President and Representative Director, Kobe Bussan Foods
Co., Ltd.

Number ofshares of theCompany
held (shares)－[Reason for nomination]
Satoshi Nishida has held positions including Manager, Yokohama Office, and Manager of various businessdepartments. Based on a wealth of experience and knowledge accumulated from these positions, he has
contributed to the business expansion and overseas business development of the Group. With his capability inbusiness execution and promotion of business activities with a wide perspective, the Company believes that he isappropriate as Director of the Company.

- 7 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment, and significant
concurrent position(s)Jun. 2003
Apr. 2015
Nov. 2016
Nov. 2017

6

Akihito Watanabe(November 13, 1977)[Male][Reappointment]

Jan. 2018
Feb. 2018
Apr. 2018
Oct. 2019

Jan. 2022

Joined the Company
Manager, Yokohama Office (current position)
Manager, Gyomu Super Kanto FC
Operations Division
Manager, Kanto FC Marketing Division
Manager, Gyomu Super FC Operations
Department, Area West Sales Division
Manager, FC Marketing Department, Area
West Sales Division (current position)
Manager, Gyomu Super FC Operations
Department, Area East Sales Division(current position)
Manager, FC Marketing Department, Area
East Sales Division (current position)
Director (current position)
Director in charge of Area East Sales
Division (current position)
Manager, Delicatessen Business Department(current position)
Director in charge of Area West Sales
Division (current position)
Manager, Customer Service Promotion
Department
Manager and Director in charge of Customer
Service Promotion Department (current
position)

Number ofshares of theCompany
held (shares)

3,800[Reason for nomination]
Akihito Watanabe has managed the Area West Sales Division and the Area East Sales Division, which theGroup’s mainstay Gyomu Super FC Operation Department and FC Marketing Department belong to, andcontributed to the expansion of the Gyomu Super Business. He has also launched a new business as Manager,
Delicatessen Business Department. Accordingly, the Company believes that he is appropriate as Director of theCompany, who manage the expansion of the Group’s business.
Notes: 1. None of the candidates for Directors has any special conflicts of interest with the Company.
2. The job titles are those at the time of appointment.
3. The Company has concluded a directors and officers liability insurance (the “D&O insurance”) contract
stipulated in Article 430-3, Paragraph (1) of the Companies Act with an insurance company, covering
legal damages and litigation expenses to be borne by the insureds due to execution of their duties(excluding certain cases that fall under the exemptions stipulated in the insurance contract). The
Company bears the D&O insurance premium in full. If the candidates are reelected, they will be
included in the insureds of the D&O insurance contract. The contract period of the D&O insurance isone (1) year, and we plan to renew it with a resolution of the Board of Directors before the expirationof that period.

- 8 -Proposal No. 2 – Election of Three (3) Directors Who are Audit and Supervisory Committee Members
The term of office of all five (5) Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of three (3)Directors Who are Audit and Supervisory Committee Members.
The Company has obtained the consent of the Board of Corporate Auditors to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
Candidate
No.

Name(Date of birth)

1

Koichi Masada(April 23, 1976)[Male][Reappointment]

Career summary, position, assignment and significant
concurrent position(s)Sep. 2016
Dec. 2017
Jan. 2018
Jan. 2022

Joined the Company
Corporate Officer and Manager, Finance
Department
Substitute Corporate Auditor
Director (Full-time Audit and Supervisory
Committee Member) (current position)

Number ofshares of theCompany
held (shares)

2,000[Reasons for nomination]
Koichi Masada holds a wealth of experience and expertise accumulated over long years of service in finance andaccounting, and served as Manager and Corporate Officer in charge of Finance Department of the Company since2017, Substitute Corporate Auditor since 2018, and Director Who is Audit and Supervisory Committee Member
since 2022. Accordingly, the Company expects him to continue to fulfill his role of audit and supervision, andtherefore believes that he is appropriate as Director Who is Audit and Supervisory Committee Member of theCompany.
Apr. 1996

Joined Daihyaku Mutual Life Insurance
Company
Oct. 2002
Joined Deloitte Touche Tohmatsu Limited(Currently Deloitte Touche Tohmatsu LLC)
Takeshi Ieki
Aug. 2010
Principal, Ieki Certified Public Accountant(May 10, 1973)
Office (current position)
2[Male]－
Jan. 2016
Outside Director of the Company[Reappointment]
Jan. 2022
Outside Director (Audit and Supervisory[Outside]
Committee Member) of the Company(current position)(Significant concurrent position)
Principal, Ieki Certified Public Accountant Office[Reasons for nomination and the expected role]
As a certified public accountant, Mr. Takeshi Ieki has leveraged his expertise and insight, a wealth of knowledge,
and practical experience in the field of accounting to fulfill his role as Outside Director by supervising theCompany’s management, providing appropriate advice, and seeking for explanations as necessary at the Board of
Directors meetings from an objective standpoint. Accordingly, the Company expects him to continue to fulfill hisrole of audit and supervision, and therefore believes that he is appropriate as Outside Director Who is Audit andSupervisory Committee Member of the Company.

- 9 -Candidate
No.

Name
(Date of birth)

Career summary, position, assignment and significant
concurrent position(s)Number ofshares of theCompany
held (shares)

Apr. 2000

Registered as attorney at law and joined
Dojima Law OfficeJun. 2015
Outside Corporate Auditor, SHIMA SEIKI
MFG., LTD.
Jan. 2018
Outside Director of the Company
Outside Corporate Auditor, B&P Co., Ltd.
(current position)
Jun. 2019
Outside Corporate Auditor, Shinobu Foods
Products Co., Ltd. (current position)
Sachiko Nomura
Jun. 2020
Outside Director (Audit and Supervisory(December 31,1973)
Committee Member), SHIMA SEIKI MFG.,
3[Female]－LTD. (current position)[Reappointment]
Jan. 2022
Outside Director (Audit and Supervisory[Outside]
Committee Member) of the Company(current position)(Significant concurrent positions)
Partner, Dojima Law OfficeOutside Corporate Auditor, B&P Co., Ltd
Outside Corporate Auditor, Shinobu Foods Products Co.,Ltd.
Outside Director (Audit and Supervisory Committee
Member), SHIMA SEIKI MFG., LTD.
[Reasons for nomination and the expected role]
As an attorney at law, Ms. Sachiko Nomura has sought for explanations as necessary at the Board of Directors
meetings from an objective standpoint based on her wealth of experience and professional knowledge. She has ahigh level of expertise in corporate supervision as she serves as Corporate Auditor or Director at several companies.
She also has the qualities that enable her to reflect diverse perspectives and values in management and has playeda significant role in the past. Accordingly, the Company expects her to continue to fulfill such a role, and therefore
believes that she is appropriate as Outside Director Who is Audit and Supervisory Committee Member of theCompany.
Notes: 1. None of the candidates for Directors has any special conflicts of interest with the Company.
2. Mr. Takeshi Ieki and Ms. Sachiko Nomura are the candidates for Outside Director.
3. The candidates for Outside Director Mr. Takeshi Ieki and Ms. Sachiko Nomura are the incumbent Outside
Directors of the Company and will have served for eight (8) years and six (6) years, respectively, at theconclusion of this General Meeting of Shareholders.
4. Under the provision of Article 427, Paragraph (1) of the Companies Act, the Company has entered intoa limited liability agreement with Mr. Koichi Masada, Mr. Takeshi Ieki, and Ms. Sachiko Nomura, which
limits their liabilities for damages stipulated in Article 423, Paragraph (1) of the Act. The limit on liability
for damages under these agreements is set at the minimum liability amounts provided for by laws andregulations. Those agreements will be kept if the candidates are reelected.
5. The Company has concluded the D&O insurance contract stipulated in Article 430-3, Paragraph (1) of
the Companies Act with an insurance company, covering legal damages and litigation expenses to beborne by the insureds due to execution of their duties (excluding certain cases that fall under the
exemptions stipulated in the insurance contract). The Company bears the D&O insurance premium infull. If the candidates are reelected, they will be included in the insureds of the D&O insurance contract.
The contract period of the D&O insurance is one (1) year, and we plan to renew it with a resolution of
the Board of Directors before the expiration of that period.
6. The Company has designated and registered Mr. Takeshi Ieki and Ms. Sachiko Nomura as independent
officers in accordance with the regulations of the Tokyo Stock Exchange. The Company will keep themas such if their reelections are formally approved.

- 10 -

(Reference)
Skill Matrix for Directors* Subject to approval of the election of all candidates for Directors at the General Meeting of Shareholders, theexpertise and experience of Directors (including Directors Who are audit & Supervisory Committee Members)
are summarized as follows:
Corporate
Finance/
Legal/
Management Accounting Governance

Sales/
Manufacturing IT/DigitalMarketing/R&D
technologies

Name

Position

GenderHirokazu
NumataPresident andRepresentative Director

Male

●

Yasuhiro
TanakaExecutive Vice President
and Representative
Director

Male●

Yasuharu
Kido

Director

Male

●

Kazuo
Asami

Director

Male●

Satoshi
NishidaDirector

Male

●

●

AkihitoWatanabe

Director

Male

●

●

Koichi
MasadaTakeshi
Ieki
Sachiko
NomuraDirector (Full-time Audit
and Supervisory
Committee Member)
Director (Audit andSupervisory Committee
Member)Director (Audit andSupervisory Committee
Member)

●

●

●

●

●
●

Male

●

Male

●
●

Female- 11 -

Labor/HR●●