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: 2918
May 8, 2019
To our shareholders:Hiroyuki Otomo, Representative Director, President
Warabeya Nichiyo Holdings Co., Ltd.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 55th Annual General Meeting of Shareholders
You are cordially invited to attend the 55th Annual General Meeting of Shareholders of Warabeya Nichiyo
Holdings Co., Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the internet,
etc. Please review the attached Reference Documents for General Meeting of Shareholders, and then exercise yourvoting rights by 6:00 p.m. on Wednesday, May 22, 2019 (JST).
1. Date and Time: Thursday, May 23, 2019 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
2. Venue:
Royal Hall I, 3F, RIHGA Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 55th fiscal year (from March 1,
2018 to February 28, 2019), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 55th fiscal year (From March 1, 2018 to February 28,
2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Four Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Setting of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 6
Setting of Remuneration for Directors Who Are Audit and Supervisory Committee
Members
4. Other Decisions on the Convocation(1) Voting by proxyIf you are unable to attend the Meeting in person, you can have another shareholder with voting rights
attend the Meeting as a proxy. However, please note that it is necessary to submit a document certifying
proxy authority.
(2) Please note if you exercise your voting rights both in writing and via the internet, your voting via theinternet shall prevail.
(3) If you exercise your voting rights more than once via the internet, only the last vote shall be deemed
effective.

- If you attend the Meeting in person, please submit the enclosed voting form at the reception desk.
- Of the documents attached to this Notice, “Notes to Consolidated Financial Statement” and “Notes to Non-consolidated Financial
Statements” are posted on the Company’s website (http://www.warabeya.co.jp/, in Japanese only) in accordance with laws andregulations, and the provision in Article 15 of the Company’s Articles of Incorporation. Therefore, they are not included in this-1-

Notice of the Annual General Meeting of Shareholders. The Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by Audit & Supervisory Board Members and Financial Auditor consist of the documents included in this Noticeand “Notes to Consolidated Financial Statement” and “Note to Non-consolidated Financial Statements” posted on the Company’s
website.
- If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements and the Consolidated Financial Statements, they will be posted on the Company’s website(http://www.warabeya.co.jp/, in Japanese only).
- Note that gifts will not be provided to shareholders who attend the general meeting of shareholders.
We appreciate your understanding in advance.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1

Appropriation of Surplus

The Warabeya Nichiyo Group (the “Group”) regards the appropriate return of profit to its shareholders as animportant management policy and it has made its basic policy to implement dividends with a targeted consolidated
dividend payout ratio of 25%. After considering its business performance for the fiscal year as well as giving
regard to stable dividends payment etc. from the perspective of placing importance on the return of profit toshareholders, the Company proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividends
1.
Type of dividend property
To be paid in cash.
2.
Allotment of dividend property to shareholders and their aggregate amount¥40 per common share of the Company
Total payment: ¥704,558,720
3.
Effective date of dividends of surplus
May 24, 2019-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
The Company will make the transition to a company with audit and supervisory committee in an aim tostrengthen the supervisory functions of the Board of Directors, and further enhance the level of corporate
governance. Accordingly, necessary amendments will be made to the Articles of Incorporation to reflect thesechanges, such as the addition of provisions concerning the Audit and Supervisory Committee and Audit andSupervisory Committee Members, and the removal of provisions concerning the Audit & Supervisory Board
and Audit & Supervisory Board Members.
Further, the proposed amendments will require additional changes, such as amendments to Article numbers.
2. Details of the amendments
Details of the amendments are as follows. The terms of office of all currently serving Directors will expire at
the conclusion of this annual general meeting of shareholders.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation(Organs)
Article 4
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Financial Auditor
Chapter IV
Directors and Board of Directors(Organs)
Article 4
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:(1) Board of Directors(2) Audit and Supervisory Committee<Deleted>(3) Financial Auditor
Chapter IV
Directors, Board of Directors and Audit and Supervisory
Committee(Number of Directors)(Number of Directors)
Article 18
Article 18
The Company shall have not more than 15 Directors.
1 The Company shall have not more than ten Directors(excluding Directors who are Audit and Supervisory
Committee Members.)<Newly established>
2 The Company shall have not more than five Directors who
are Audit and Supervisory Committee Members.
(Method of Election)(Method of Election)
Article 19
Article 19
1 Directors shall be classified as Directors who are Audit and
1 Directors shall be elected at a general meeting ofshareholders.
Supervisory Committee Members and other Directors, andelected at a general meeting of shareholders.
2 Resolutions on the election of a Director shall be made by a 2 Resolutions on the election of a Director shall be made by amajority of the votes of the shareholders present at the
majority of the votes of the shareholders present at themeeting where the shareholders holding at least one-third
meeting where the shareholders holding at least one-thirdof the voting rights of the shareholders entitled to exerciseof the voting rights of the shareholders entitled to exercise
their votes at such meetings are present.
their votes at such meetings are present.
3 Resolutions for the election of Directors shall not be
3 Resolutions for the election of Directors shall not be
conducted by cumulative voting.
conducted by cumulative voting.

-4-Current Articles of Incorporation(Term of Office)
Article 20
The term of office of a Director shall expire at the conclusionof the annual general meeting of shareholders for the lastbusiness year out of the business years terminating within one
year after the election of the Director.

Proposed Amendments(Term of Office)
Article 20
1 The term of office of a Director (excluding Directors who
are Audit and Supervisory Committee Members) shall
expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within one year after the election of the
Director.
<Newly established>
2 The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after the election of the
Director.
<Newly established>
3 The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as thesubstitute for a Director who is an Audit and Supervisory
Committee Member who retired from office before theexpiration of the term of office shall continue until the time
the term of office of the retired Director who is an Audit
and Supervisory Committee Member is to expire.
<Newly established>
4 The provisional election of substitute Audit andSupervisory Committee Members shall remain in effectfollowing the general meeting of shareholders in which
said candidate was elected until the start of the annual
general meeting of shareholders two years from the initial
election.
(Notice of Meeting of the Board of Directors)(Notice of Meeting of the Board of Directors)
Article 23
Article 23
1 When convening a meeting of the Board of Directors, a
1 When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director at least three
notice shall be dispatched to each Director and each Audit
days before the day of the meeting. However, this period& Supervisory Board Member at least three days before themay be reduced in case of urgent needs.
day of the meeting. However, this period may be reducedin case of urgent needs.
2 With the consent of all Directors, a meeting of the Board of
2 With the consent of all Directors and Audit & Supervisory
Directors may be held without following the convening
Board Members, a meeting of the Board of Directors may
procedures.
be held without following the convening procedures.
(Notice of Meeting of the Audit and Supervisory Committee)<Newly established>
Article 24
1 When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three days before
the day of the meeting. However, this period may be
reduced in case of urgent needs.
<Newly established>
2 With the consent of all Audit and Supervisory Committee
Members, a meeting of the Audit and Supervisory
Committee may be held without following the convening
procedures.
Article 24 – Article 25 (Omitted)
Article 25 – Article 26 (Unchanged)(Delegation to Directors)<Newly established>
Article 27
Pursuant to the provisions of Article 399-13, paragraph 6 of theCompanies Act, the Company may, by resolution of the Boardof Directors, delegate decisions on the execution of importantbusiness affairs (excluding matters prescribed in paragraph 5 ofthe same Article) to Directors.
Article 26 (Omitted)
Article 28 (Unchanged)-5-Current Articles of Incorporation<Newly established>(Remuneration, Etc.)
Article 27
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties(hereinafter referred to as the “Remuneration, Etc.”) to
Directors shall be determined by resolution of a general
meeting of shareholders.
Article 28 – Article 29 (Omitted)
Chapter V
Audit & Supervisory Board Members and Audit & Supervisory
Board(Number of Audit & Supervisory Board Members)
Article 30
The Company shall have not more than five Audit &Supervisory Board Members.
(Method of Election)
Article 31
1 Audit & Supervisory Board Members shall be elected at a
general meeting of shareholders.
2 Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.
3 In preparation for cases where the number of Audit &Supervisory Board Members falls short of the number
stipulated by laws and regulations, substitute Audit &Supervisory Board Members may be elected at a general
meeting of shareholders.
4 The effective term of the resolution for election of a
substitute Audit & Supervisory Board Member under thepreceding paragraph shall expire at the start of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election.

Proposed Amendments(Regulations of the Audit and Supervisory Committee)
Article 29
Matters concerning the Audit and Supervisory Committee shallbe governed by the Regulations of the Audit and Supervisory
Committee established by the Audit and Supervisory
Committee, in addition to applicable laws and regulations andthese Articles of Incorporation.
(Remuneration, Etc.)
Article 30
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties to
Directors shall be determined by resolution of a general
meeting of shareholders according to the classification of
Directors who are Audit and Supervisory Committee Members
and other Directors.
Article 31 –Article 32 (Unchanged)<Deleted>-6-<Deleted><Deleted><Deleted><Deleted><Deleted>

Current Articles of Incorporation
Proposed Amendments(Term of Office)
Article 32<Deleted>
1 The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election of the Audit & Supervisory Board Member.
2 The term of office of an Audit & Supervisory Board<Deleted>
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the predecessor is to expire.
Provided, however, that if the substitute Audit &Supervisory Board Member who is elected pursuant toparagraph 3 of the preceding article assumes office ofAudit & Supervisory Board Member, it cannot exceed theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within four years after the election of thesubstitute Audit & Supervisory Board Member.
(Full-Time Audit & Supervisory Board Members)
Article 33<Deleted>
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Member(s) by its resolution.
(Notice of Meeting of the Audit & Supervisory Board)
Article 34<Deleted>
1 When convening a meeting of the Audit & Supervisory
Board, a notice shall be dispatched to each Audit &Supervisory Board Member at least three days before theday of the meeting. However, this period may be reducedin case of urgent needs.
2 With the consent of all Audit & Supervisory Board<Deleted>
Members, a meeting of the Audit & Supervisory Board
may be held without following the convening procedures.
(Regulations of the Audit & Supervisory Board)
Article 35<Deleted>
Matters concerning the Audit & Supervisory Board shall begoverned by the Regulations of the Audit & Supervisory Board
established by the Audit & Supervisory Board, in addition toapplicable laws and regulations and these Articles ofIncorporation.
(Remuneration, Etc.)
Article 36<Deleted>
The Remuneration, Etc. to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Exemption of Audit & Supervisory Board Members From
Liability)
Article 37<Deleted>
The Company may enter into limited liability agreement with
Audit & Supervisory Board Members should the legal
requirements concerning the liability for damages be met asprescribed in Article 423, paragraph 1 of the Companies Act.
However, the maximum amount of liability for damages under
this agreements shall be the amount prescribed by laws andregulations.
Chapter VI
Chapter V
Accounts
Accounts
Article 38 – Article 40 (Omitted)
Article 33 – Article 35 (Unchanged)-7-

Current Articles of Incorporation<Newly established>

Proposed Amendments
Supplementary Provisions(Transitional Measures Concerning the Exemption of Audit &Supervisory Board Members From Liability)
Agreements to limit the liability for damages according to
Article 423, paragraph 1 of the Companies Act in relation toactions taken by Audit & Supervisory Board Members(including persons who were previously Audit & Supervisory
Board Members) prior to the conclusion of the 55th Annual
General Meeting of Shareholders shall be set based on Article
37 of the Articles of Incorporation prior to the amendments
proposed through the resolution introduced at the same annual
general meeting of shareholders.

-8-Proposal No. 3

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

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Accordingly, the terms ofoffice of all currently serving Directors (six Directors) will expire at the conclusion of this annual general meetingof shareholders. Therefore, the Company proposes the election of four Directors (excluding Directors who are
Audit and Supervisory Committee Members).
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are as
follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 1988
May 1991

Hiroyuki Otomo(January 30, 1962)
1

Joined Nichiyo Co., Ltd.
Director and Assistant General Manager ofGourmet Business Dept. of the Company
Mar. 1992
Director and General Manager in charge of
Delicatessen, Sales Dept.
May 1998
Managing Director
May 2003
Managing Director and Head of Administrative
Management Headquarters
Oct. 2005
Director
Representative Director, President of NichiyoCo., Ltd.
May 2009
Managing Director and Head of General
Business Headquarters of the Company
Aug. 2011
Executive Director and Head of General
Business Headquarters
Mar. 2012
Executive Director and Head of Production
Headquarters
Apr. 2014
Representative Director, Vice President andHead of Production Headquarters
May 2015
Representative Director, President (current
position)
Sept. 2016
Representative Director, President of Warabeya
Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Representative Director, President of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

520,800 shares[Reasons for nomination]
Hiroyuki Otomo has accumulated experience and achievements in various fields including sales, production andmanagement in the Group, and has been involved in business management. He has served as Representative Director
and President of the Company since 2015 and has abundant experience in business and corporate management of theCompany. The Company proposes his election because it is expected that he will utilize his experience to contribute to
the further growth of the Group and the improvement of corporate value.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Feb. 1997

Hideo Tsuji(January 21, 1964)

2

Joined Nichiyo Carry Co., Ltd. (currently
Bestrans Co., Ltd.)May 2003
Director, Head of Sales Headquarters andGeneral Manager of Business Promotion Dept.
May 2006
Managing Director
May 2011
Representative Director, President of Warabeya
Hokkaido Co., Ltd.
Mar. 2013
Representative Director, President of Warabeya
Tokai Co., Ltd.
May 2016
Representative Director, President of Warabeya
Kansai Co., Ltd. (currently Warabeya NichiyoCo., Ltd.)
Sept. 2016
Director, Executive Officer and Head ofWestern Japan Business Headquarters
June 2017
Director, Executive Officer and General
Manager of International Business Dept.,
supervising Quality Assurance Dept.
May 2018
Director, Managing Executive Officer, incharge of international business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd.
Mar. 2019
Director, Senior Managing Executive Officer,
in charge of international business andsupervising Corporate Planning Dept. andQuality Assurance Dept. (current position)
Director, Senior Managing Executive Officer of
Warabeya Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director, Senior Managing Executive Officer of Warabeya
Nichiyo Co., Ltd.

Number of theCompany’s shares
owned

2,000 shares[Reasons for nomination]
Hideo Tsuji has been involved in sales, production, quality assurance, international business in the Group, and has
accumulated experience and achievements in various fields. He has served as Director and Managing Executive Officerof the Company since 2018, and as Director and Senior Managing Executive Officer since 2019, and has knowledge
and experience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Dec. 1987
Oct. 2004

Tsunehisa Shirai(March 16, 1964)
3

Joined the Company
General Manager of Products Dept., Capital
Region Business Headquarters
May 2006
Director and Deputy Head of Capital Region
Business Headquarters
May 2007
Director and Head of Capital Region Business
Headquarters, General Business Headquarters
Mar. 2010
Director and Deputy Head of General Business
Headquarters
Mar. 2012Managing Director and Head of Products
Headquarters
Dec. 2015
Managing Director and Head of Capital Region
Business Headquarters
Sept. 2016
Director, Managing Executive Officer
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd. (current position)
May 2018
Director, Managing Executive Officer in chargeof Domestic Food Products Business (current
position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

5,000 shares[Reasons for nomination]
Tsunehisa Shirai has been involved in sales, production and product development in the Group, and has accumulated
experience and achievements in various fields. He has served as Managing Director of the Company since 2012, andDirector and Managing Executive Officer since 2016, and has knowledge and experience necessary for the sound andappropriate management of the Group. The Company proposes his election because it is expected that he will utilize his
experience to contribute to the further growth of the Group and the improvement of corporate value.
Jan. 2004
Joined the Company
May 2007General Manager of Accounting and FinanceDept., Administrative Management
Headquarters
May 2009
Director and General Manager of Accounting
and Finance Dept., Administrative Management
Headquarters
Sept. 2016
Director, Managing Executive Officer,
supervising Group Administration Dept. andNaoshi Asano
3,600 shares
Financial Planning Dept.
(August 7, 1962)
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd. (current position)
4
Mar. 2019
Director, Managing Executive Officer,
supervising General Affairs Dept., Human
Resources Dept. and Financial Planning Dept.
(current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,Ltd.
[Reasons for nomination]
Naoshi Asano has been involved in accounting, finance, and general affairs in the Group, and has accumulated
experience and achievements in various fields. He has served as Director and Managing Executive Officer of theCompany since 2016 and has knowledge and experience necessary for the sound and appropriate management of theGroup. The Company proposes his election because it is expected that he will utilize his experience to contribute to thefurther growth of the Group and the improvement of corporate value.
(Note) There is no special interest between any of the candidates and the Company.

- 11 -

Proposal No. 4

Election of Four Directors Who Are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Therefore, the Company
proposes the election of four Directors who are Audit and Supervisory Committee Members.
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The candidates for Director who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Apr. 2007
May 2011
May 2013

Mikio Imura(December 20, 1956)
1

2

Joined the Company
General Manager of Corporate Strategy Dept.
Full-Time Audit & Supervisory Board Memberof the Company (current position)
Audit & Supervisory Board Member of
Warabeya Kansai Co., Ltd. (currently Warabeya
Nichiyo Co., Ltd.) (current position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

1,300 shares[Reasons for nomination]
Mikio Imura has experience in the corporate planning department of the Company as well as experience in financial
institutions, and has conducted audits for the overall management of the Group as an Audit & Supervisory Board
Member. Based on this abundant knowledge and experience, the Company believes that he is capable of appropriately
fulfilling his duties as a Director who is Audit and Supervisory Committee Member, and proposes his election.
Apr. 1965
Joined Morinaga Milk Industry Co., Ltd.
June 1997
Director
Koichi Furukawa
June 2003
President
1,000 shares(September 16, 1942)
June 2012
Senior Advisor
May 2015
Outside Director of the Company (current
position)[Reasons for nomination]
Following his tenure serving as President of Morinaga Milk Industry Co., Ltd., etc., Koichi Furukawa has supervised
and provided advice for the management of the Group as outside Director. Based on this abundant knowledge andexperience, the Company believes that he is capable of appropriately fulfilling his duties as a Director who is Audit andSupervisory Committee Member, and proposes his election.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Apr. 1979

Takashi Himeda(June 15, 1955)
3

Joined Ministry of Agriculture, Forestry and
Fisheries (Livestock Industry Bureau)
Aug. 2011
Councillor (Deputy Director-General, Food
Safety and Consumer Affairs Bureau),
Minister’s Secretariat
Sept. 2012
Director General of the Food Safety
Commission Secretariat, Cabinet Office
Sept. 2016
Advisor of Japan Livestock Industry
Association
Nov. 2016
General Advisor
May 2017
Outside Director of the Company (current
position)
June 2017
Vice Chairman of Japan Livestock Industry
Association (current position)(Significant concurrent positions outside the Company)
Vice Chairman of Japan Livestock Industry Association

Number of theCompany’s shares
owned

300 shares[Reasons for nomination]
Takashi Himeda has never been directly involved in the management of a company. However, he played a leading rolein the fields of administration of livestock and food safety at the Ministry of Agriculture, Forestry and Fisheries and the
Cabinet Office, and has since supervised and provided advice for the management of the Group as outside Director.
Based on this abundant knowledge and experience, the Company believes that he is capable of appropriately fulfilling
his duties as a Director who is Audit and Supervisory Committee Member, and proposes his election.
Apr. 1994
Registered as an attorney at law (Daini Tokyo
Bar Association)
Apr. 1994
Joined MINAMI AOYAMA LAW OFFICES
Masato Tanimura
4,800 shares
May 2005
Outside Audit & Supervisory Board Member of(June 26, 1967)
the Company (current position)
Aug. 2012
Established SHIKI-NO-KAZE LAW GROUP
4(current present)[Reasons for nomination]
Masato Tanimura has never been directly involved in the management of a company. However, he has extensive
expertise and experience in legal affairs accumulated over many years as an attorney at law. Further, he has conducted
audits for the management of the Group as an outside Audit & Supervisory Board Member. Based on this abundant
knowledge and experience, the Company believes that he is capable of appropriately fulfilling his duties as a Director
who is Audit and Supervisory Committee Member, and proposes his election.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Koichi Furukawa, Takashi Himeda and Masato Tanimura are candidates for outside Director who are Audit andSupervisory Committee Members.
3. At the conclusion of this annual general meeting of shareholders, Koichi Furukawa’s tenure as outside Director of theCompany will have been four years. At the conclusion of this annual general meeting of shareholders, Takashi Himeda’s
tenure as outside Director of the Company will have been two years.
4. The Company has entered into a limited liability agreement with Koichi Furukawa and Takashi Himeda, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act and Article 29 of the Company’s Articles of Incorporation.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for underlaws and regulations, and if they are elected, the Company plans to renew the aforementioned agreement with them.
5. The Company has entered into a limited liability agreement with Mikio Imura and Masato Tanimura, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act and Article 37 of the Company’s Articles of Incorporation.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for underlaws and regulations, and if they are elected, the Company plans to conclude limited liability agreement with them basedon the provisions of the Articles of Incorporation (Exemption from Liability for Directors).
6. The Company has submitted notification to the Tokyo Stock Exchange that Koichi Furukawa, Takashi Himeda andMasato Tanimura have been appointed as independent officers as provided for by the aforementioned exchange. If they
are elected, the Company plans for their appointment as independent officers to continue.

- 13 -

Proposal No. 5

Setting of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

While resolutions were passed on the remuneration for Directors of the Company as a fixed remuneration amountof ¥400 million or less per year at the 43rd Annual General Meeting of Shareholders held on May 24, 2007, and forthe introduction of a performance-based remuneration system at the 51st Annual General Meeting of Shareholders
held on May 28, 2015, subject to the approval and adoption of Proposal No. 2: “Partial Amendments to the Articles
of Incorporation,” the Company shall transition to a company with audit and supervisory committee.
Accordingly, the Company proposes the abolishment of provisions concerning Director remuneration currently ineffect, and for the introduction of Director (excluding Directors who are Audit and Supervisory Committee
Members) remuneration as follows. Please note that, said Director (excluding Directors who are Audit andSupervisory Committee Members) remuneration does not include employee wages for Directors who concurrently
serve as employees of the Company.
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
1. Fixed remuneration
In consideration of various economic conditions and other circumstances, the Company proposes that fixed
remuneration be set at ¥300 million per year or less. Upon approval of Proposal No. 2: “Partial Amendments to
the Articles of Incorporation” and Proposal No. 3: “Election of Four Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)” as proposed, four Directors (excluding Directors who are Audit
and Supervisory Committee Members) will be subject to this proposal.
2. Performance-based remuneration
In addition to the above mentioned fixed remuneration, the Company proposes that the Directors of theCompany (excluding Directors who are Audit and Supervisory Committee Members and outside Directors)
shall be paid a performance-based remuneration as outlined in the table below based on the profit attributableto owners of parent. This proposal is made based on a concept that the setting of remuneration tied to businessperformance is appropriate as a form of Director remuneration, while linking performance to remuneration alsoenhances Director (excluding Directors who are Audit and Supervisory Committee Members and outside
Directors) motivation and drive to improve business performance.
Upon approval of Proposal No. 2: “Partial Amendments to the Articles of Incorporation” and Proposal No. 3:“Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” as
proposed, four Directors (excluding Directors who are Audit and Supervisory Committee Members and outside
Directors) will be subject to this proposal.
The Company also asks that the distribution of such be entrusted to the Board of Directors.
Standard for profit attributable to owners of parent¥1,000 million or lessMore than ¥1,000 million – ¥2,000 million or lessMore than ¥2,000 million – ¥3,500 million or lessMore than ¥3,500 million – ¥5,000 million or lessMore than ¥5,000 million

Remuneration amount¥0¥60 million¥90 million¥120 million¥150 million

With regard to the calculation method used for performance-based remuneration, the use of consolidated
performance as a measure of business performance is due to this metric being considered an appropriate meansof evaluating the role Directors of the Company fulfill in improving the performance of the entire Group,
included consolidated subsidiaries of the Company.

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Proposal No. 6

Setting of Remuneration for Directors Who Are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee.
Accordingly, the Company proposes the setting of remuneration for Directors who are Audit and Supervisory
Committee Members to ¥80 million or less in consideration for the duties and responsibilities of Directors who are
Audit and Supervisory Committee Members.
Upon approval of Proposal No. 2: “Partial Amendments to the Articles of Incorporation” and Proposal No. 4:“Election of Four Directors Who Are Audit and Supervisory Committee Members)” as proposed, there will be four
Directors who are Audit and Supervisory Committee Members.
This proposal, however, can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

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