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: 2929
October 2, 2023
To our shareholders:Mujo Kim
Representative Director and President
Pharma Foods International Co., Ltd.
1-49, Goryo-Ohara, Nishikyo-ku, Kyoto-shi

Notice of the 26th Annual General Meeting of Shareholders
We are pleased to announce the 26th Annual General Meeting of Shareholders of Pharma Foods International Co.,
Ltd. (the “Company”), which will be held as indicated below.
This meeting shall be a general meeting of shareholders without a designated location for the meeting (held online
only via the Internet), as described in the Company’s Articles of Incorporation.
The notice of convocation for this meeting shall be provided in electronic format and the measures for providing
information in electronic format shall be posted on the following website under “Notice of the 26th Annual General
Meeting of Shareholders.”
Company website (IR Library, IR documents)
https://www.pharmafoods.co.jp/ir/library/docs-4 (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To view, access the TSE website listed above, then enter either the Company name “Pharma Foods International” or securities code(2929) and click “Search.” Next, click “Basic information” and then choose “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].”)If you cannot attend or if connection errors, etc. prevent you from attending, exercise voting rights in advance either
via the Internet or in writing (by Tuesday, October 24, 2023, at 6:00 p.m.) (Japan Standard Time).

-1-1. Date and Time:

Wednesday, October 25, 2023, at 10:00 a.m. (Japan Standard Time)(Login available from 9:30 a.m.)

2. Venue:

The meeting will be held as an entirely virtual general meeting of shareholders.
* The meeting is being held completely online, so there is no venue to visit inperson.

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 26th fiscal year
(from August 1, 2022 to July 31, 2023), and the results of audits of the Consolidated
Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 26th fiscal year (from August 1, 2022 toJuly 31, 2023)
Matters to be resolved:
Company proposals (Proposals No. 1 and No. 2)
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Two Directors
Shareholder proposals (Proposals No. 3 and No. 4)
Proposal No. 3 Dismissal of Seven Directors
Proposal No. 4 Appropriation of Surplus
4. Other(1) The Internet shall be used to transmit information involved in meeting proceedings.
(2) If the proposals on a voting form are not marked as approved or disapproved, it shall be treated as an indicationof approval for the Company proposals and disapproval for the shareholder proposals.
(3) If a shareholder casts their vote by exercising their voting rights in advance either via the Internet or in writing(postal mail) and then also exercises their voting rights at the meeting via the Internet, the vote cast in themeeting shall be used. If, however, voting rights are not exercised at the meeting, then the vote cast in advanceeither via the Internet or in writing (postal mail) shall be used.
(4) The handling of multiple voting rights being exercised is as follows:•If a shareholder exercises their voting rights in duplicate both via the Internet and in writing (postal mail),the vote cast via the Internet shall be deemed valid.
•In addition, if a shareholder casts their vote via the Internet multiple times, then only the last vote cast shallbe deemed valid.
(5) Paper-based documents stating Electronic Provision Measures Matters are sent to shareholders who haverequested the delivery of paper-based documents, however those documents do not include the following
matters in accordance with the provisions of laws and regulations and Article 14 of the Company’s Articlesof Incorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements, and Non-consolidated Financial Statements included inthis document are a part of the documents that were audited by the Financial Auditor in preparing theindependent audit report and by the Audit & Supervisory Board Members in preparing the audit report.
(6) If revisions to any of the measures for providing information in electronic format are required, such revisions
shall be listed on the Company’s website and TSE website on page 1.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Company proposals (Proposal No. 1 and Proposal No. 2)
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
In line with the business policy, which is to balance corporate growth and profitability, the Company maintains thebasic policy of improving dividends proactively as returns to our shareholders while expanding proactive investment
in research and development, advertising, M&A, etc.
According to our above basic policy on dividends of surplus, etc., after careful consideration of our financial resultsin the current fiscal year, our future business development, etc., we have decided to pay ¥12 per share as year-end
dividends in the current fiscal year.
(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount¥12 per common share of the Company
Total dividends: ¥346,140,072
Furthermore, the amount of annual dividends for the current fiscal year is ¥22 per share with the inclusion of theinterim dividend (¥10 per share) paid on April 4, 2023.
(3) Effective date of dividends of surplus
October 27, 2023

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Proposal No. 2

Election of Two Directors

The Company will increase the number of Directors by two to further enhance the management system and it
proposes the election of the Director. In addition, as provided for in the Company’s Articles of Incorporation, theterm of office of the Director elected at this General Meeting will be until the terms of office of the other currently
serving Directors expire.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)[New election]
Yong-il Kim

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 2011

Postdoctoral fellow, Graduate School of Agriculture,
Kyoto University

Sep. 2012

Postdoctoral fellow, School of Medicine, Universityof California San Francisco

Nov. 2014

Joined ROHTO Pharmaceutical Co., Ltd.

Jan. 2021

Joined the Company
Deputy General Manager of Development
Department

Aug. 2022

General Manager of Development Department(current position)(January 22, 1981)
1

Number of theCompany’s shares
owned649,000[Reasons for nomination as candidate for Director]
Yong-il Kim has worked to advance research and development within the Group while simultaneously leading initiatives
to develop new business aimed at medium- and long-term growth. Based on the determination that he will be able torealize the Company’s management philosophy, implement research and development strategies, and strengthengovernance, we deem him suitable as a candidate for Director and are nominating him as a candidate for Director.
Dec. 2018

Joined the Company
Manager of Accounting Section of Administration
Department[New election]

Aug. 2020

General Manager of President’s Office (currentposition)

Hirotaka Higashiyama

Apr. 2022

General Manager of Biomedical Department (currentposition)(September 7, 1975)

July 2022

Representative Director of PF Capital Co., Ltd.
(current position)

Aug. 2022

General Manager of Quality Control and Quality
Assurance Department (current position)

2622
*3

[Reasons for nomination as candidate for Director]Since joining the Company, Hirotaka Higashiyama has been involved in operations of the Administration Division suchas accounting, M&A and internal audits, and also has experience serving as the person responsible for the BiomedicalDepartment and Quality Control and Quality Assurance Department. Based on the determination that he will be able torealize the management philosophy, implement business strategies, and strengthen governance, we deem him suitable asa candidate for Director and are nominating him as a candidate for Director.
Notes:

1. There is no special interest between the candidates and the Company.
2. Candidate Yong-il Kim is a relative of the Company’s Representative Director and President Mujo Kim.
3. The figure shown for the number of the Company’s shares owned by the candidate includes their shares owned throughthe employee shareholding association as of the end of the current fiscal year (July 31, 2023).
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers the legally mandated amount of indemnificationand litigation expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by theinsured at a certain position of the Company, including as Directors of the Company (however, excluding situations inwhich there is an exclusion of liability due to the insured person receiving profits or benefits illegally and in the event ofcriminal actions, malfeasance, fraud, or acts conducted with the knowledge that they violate rules or control laws andregulations). In the event that each candidate is elected and assumes the office as Director, they will be the insured under
the policy. Furthermore, the next time that the policy is renewed, the plan is to renew them with the same contents.

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Shareholder proposals (Proposals No. 3 and No. 4)
Proposals No. 3 and No. 4 were submitted by a (one) shareholder.
This shareholder submitted four proposals, but only those that satisfied the requirements for submission as a proposal
for the general meeting of shareholders were made into proposals (Proposals No. 3 and No. 4).
The details of each proposal and the reasons for said proposal are listed in full and in order.
The shareholder making the proposals possesses 687 voting rights (0.23% of shareholder voting rights). The
appropriation of surplus from Shareholder Proposal No. 4 is an alternative proposal to the appropriation of surplus
set forth in Company Proposal No. 1 and the two proposals are incompatible. Therefore, please note that if you
approve both proposals, then the voting rights exercised for Proposal No. 1 and Proposal No. 4 shall both be counted
as denied.
 Opinion from the Board of Directors regarding Proposals No. 3 and No. 4The Board of Directors of the Company opposes Proposals No. 3 and No. 4. The Board of Directors has determinedthat these proposals would not contribute to increasing either shareholder profits or corporate value.
Proposal No. 3

Dismissal of Seven Directors

Content of Proposal: The dismissal of all Directors
Reasons for Proposal: Seeking the resignation of all Directors responsible for falling stock prices. This proposal aims
to appoint new management, recover business performance, and appoint management that emphasizes shareholders.
Target Directors: 1. Mujo Kim, 2. Kazuyuki Masuda, 3. Noriko Horie, 4. Yasunori Inoue,
5. Shinya Samura, 6. Tetsuro Yamane, 7. Taro Ueda
 Opinion of the Board of Directors: Opposed
Reasons for Opposition: Because it severely interferes with management of the Company.
This is year two of the 5-year “Medium-Term Management Plan 2026” and performance has seen net sales rise
13.9% versus the previous term while operating profit has risen 234.1%. The Company is also implementing“new value creation” and is actively investing in research and development for new products.
PBR (Price Book-value Ratio) as of the end of the current fiscal year has also grown five times in the stockindex, so the state of Company stock cannot be considered extremely poor.
The seven Directors are not simply accepting the current state of affairs, but working diligently to increase
corporate value while simultaneously ensuring growth and profitability.
As such, there is no reason for them to resign.

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Proposal No. 4

Appropriation of Surplus

Content of Proposal: Provide annual dividends for the fiscal year of ¥100 per share
Reasons for Proposal: Partway through the third quarter of last year, most profits were spent on advertising withoutsufficient explanation, which betrayed shareholder trust and led to the current share price. The amount of dividends
must be increased to regain shareholder trust.
 Opinion of the Board of Directors: Opposed
Reasons for Opposition: It interferes with management’s plans to increase corporate value.
In the 5-year “Medium-Term Management Plan 2026” that began in July 2022, the Company proposed a 20%
total payout ratio as a guide for its shareholder return policy, which includes the acquisition of treasury shares.
This policy was created to improve dividends, etc. proactively as returns to our shareholders while expanding
proactive investment in research and development, advertising, M&A, etc.
Combined with the Company proposal of ¥12 per share as year-end dividends (total dividends: ¥346 million),
the amount of annual dividends for the current fiscal year is ¥22 per share. Along with the purchase of treasury
shares implemented in September 2022, the target of 20% total payout ratio has been exceeded.
The shareholder proposal of ¥90 per share as year-end dividends, however, creates an additional ¥2,249 million
cash outflow compared to the Company proposal for cash dividends as year-end dividends. If enacted, the total
payout ratio would exceed 100% and hinder growth-centric investment aimed at increasing corporate value inthe medium and long term.
Enacting the allotment of surplus in the shareholder proposal can only be seen as a short-term initiative and theCompany has determined that it would not lead to increasing corporate value in the medium and long term.

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