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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 2296)
June 8, 2020
To Shareholders with Voting Rights:
Isao Miyashita
Representative Director, Chief Executive Officer
ITOHAM YONEKYU HOLDINGS INC.
1-6-21 Mita, Meguro-ku, Tokyo, JapanNOTICE OF THE 4TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our deepest sympathies to all those infected and affected by the novel coronavirus disease(COVID-19), and we wish for the earliest possible recovery.
We are pleased to announce the 4th Ordinary General Meeting of Shareholders of ITOHAM YONEKYU HOLDINGS
INC. (the “Company”), which will be held as indicated below.
In organizing the event, we will make every possible effort to prevent infection with COVID-19. However, for the healthand safety of shareholders, and to prevent the spread of infection, you are encouraged to exercise your voting rights prior
to the meeting by postal mail or via the internet, etc.
Please note that on the date of the meeting we will hold a live broadcast on the internet, so we ask you to refrain fromtraveling to the venue and consider watching the live broadcast instead (available only on a Japanese-language website).

1. Date and Time:

Tuesday, June 23, 2020 at 10:00 a.m. Japan time
(Reception Desk will open at 9:00 a.m.)

2. Place:

The Garden Hall (inside YEBISU GARDEN PLACE)
1-13-2 Mita, Meguro-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 4th
Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the Accounting
Auditor and the Board of Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 4th Fiscal Year (April
1, 2019 - March 31, 2020)
Matters to be resolved:
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 2 Auditors
Proposal 3:
Election of 1 Substitute Auditor-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of 9 Directors

The terms of office of all 8 Directors will expire at the conclusion of this year’s Ordinary General Meetingof Shareholders. In addition, Mr. Ken Yamaguchi resigned from his position as a Director on March 31, 2020.
Accordingly, based on the report from the Nomination Committee, the election of 9 Directors, including 2
Outside Directors, is proposed.
The candidates are as follows:

No.

Current positions and responsibilities
in the Company

Name

Attendance at theBoard ofDirectors
meetings

1

Reelection

Hiromichi Ogawa(Age: 61)

Director, Chairman of the Board

100%(13/13)2

Reelection

Isao Miyashita(Age: 52)

Representative Director
Chief Executive Officer

100%(13/13)100%(13/13)3

Reelection

Ikurou Shibayama(Age: 64)

Representative Director
Executive Vice President(Quality Assurance / Group Production/ R&D)

4

Reelection

Akihisa Horiuchi(Age: 60)

Director, Managing Executive Officer

100%(13/13)100%(10/10)92.3%(12/13)

5

Reelection

Katsuhiro Ito(Age: 60)

Director, Managing Executive Officer(Corporate (Accounting & Finance /General Affairs / Human Resource) /Compliance)

6

Reelection

Masayuki Yoneda(Age: 60)

Director, Executive Officer
Executive Officer
General Manager, CEO Office,General Manager, Corporate Strategy
Planning Office7

New candidate

Takeshi Koyama(Age: 50)

8Reelection

Yumiko Ichige(Age: 59)

Outside Director
Independent Officer

Director

100%(13/13)9

Reelection

Aya Ito(Age: 47)

Outside Director
Independent Officer

Director

100%(13/13)

Please refer to page 11 for “Policy on the nomination of candidates for Directors and Auditors” of the Company.

-2-

-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
and significant concurrent positions
April 1981
June 1998

1

2

Number ofshares of theCompany held

Joined Mitsubishi Corporation
Director;
General Manager, Administration Division, Nichiryo[Reelection]
Baking Co., LTD.
April 2004
Senior Vice President; Division Director, Products &Hiromichi Ogawa
Distribution Division, Lawson, Inc.
(November 18, 1958)
September
2004
Executive
Managing Officer; Division Director, Products &(Age: 61)
Distribution Division, Lawson, Inc.
Term of office as
November 2005
Manager, LAWSON Project Management Unit, Mitsubishi
51,956
Director:
Corporation
3 years
April 2013
General Manager, Retail Business Dept., Mitsubishi Corporation
April 2014
Senior Vice President; General Manager, Living Essentials
Attendance at theGroup CEO Office, Mitsubishi Corporation
Board of Directors
April 2017
Advisor, the Company
meetings
June 2017
Director, Itoham Foods Inc. (current position)
100% (13/13)
Director, Yonekyu Corporation (current position)
Director, Chairman of the Board, the Company (current position)[Reason for nomination as candidate for Director]
Mr. Hiromichi Ogawa has a proven record in strengthening the Group’s governance system, including playing a central role increating mechanisms to improve the effectiveness of the Board of Directors, and is nominated as a candidate for Director in the
expectation that he will work toward enhancing the Group’s corporate value through performing his duties as a Director bycapitalizing on his broad knowledge in the overall management.
April 1990
Joined Mitsubishi Corporation[Reelection]
August 2002
Director, Foodlink Corporation
Isao Miyashita
June 2003
Director, Japan Farm Co., Ltd.
(February 15, 1968) May 2006
Worked in Meat & Livestock Business Unit, Mitsubishi(Age: 52)
Corporation
May 2007
Operating Officer; General Manager of Corporate Strategy
Term of office as
Planning Office, Yonekyu Corporation
73,280
Director:
May 2008
Director, Executive Operating Officer, Yonekyu Corporation
4 years and 3 months May 2013
President & Chief Executive Officer, Yonekyu Corporation
April 2016
Representative Director, Chief Executive Officer, the Company
Attendance at the(current position)
Board of Directors
Director, Itoham Foods Inc. (current position)
meetings
Director, Yonekyu Corporation (current position)
100% (13/13)[Reason for nomination as candidate for Director]
Mr. Isao Miyashita has a proven record in leading the entire Group as Chief Executive Officer, including working to establish a
post-integration business execution system and promoting efficient and flexible management, and is nominated as a candidate for
Director in the expectation that he will work toward enhancing the Group’s corporate value through performing his duties as a
Director by capitalizing on his broad knowledge in the overall management.

-3-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
and significant concurrent positions
April 1978
March 2002

3

4

Number ofshares of theCompany held

Joined ITOHAM DAILY Inc.
General Manager, Manufacturing Department, Tohoku Plant,
ITOHAM DAILY Inc.
March 2009
General Manager, Technology Department, Production Division,[Reelection]
Processed Foods Division, Itoham Foods Inc.
April 2010
Executive Officer; Senior General Manager, Production
Ikurou Shibayama
Division, Processed Foods Division, responsible for Purchasing(January 20, 1956)
Department / Central Research Institute, Itoham Foods Inc.
(Age: 64)
June 2010
Director, Executive Officer, Itoham Foods Inc.
March 2015
Senior General Manager, Processed Foods Division, Itoham
Term of office as
Foods Inc.
39,056
Director:
April 2015
Director, Managing Executive Officer, Itoham Foods Inc.
4 years and 3 months
April 2016
Representative Director, Executive Vice President, the Company(current position)
Attendance at the
President / Representative Director, Itoham Foods Inc. (current
Board of Directors
position)
meetings
Director, Yonekyu Corporation (current position)
100% (13/13)
March 2017
Responsible for Corporate Social Responsibility / Quality
Assurance Departments, the Company
April 2018
Responsible for Quality Assurance / Group Production / R&D,
the Company (current position)[Reason for nomination as candidate for Director]
Mr. Ikurou Shibayama has a proven record in strengthening the areas of production and R&D as well as the quality assurance
system of the Group, and is nominated as a candidate for Director in the expectation that he will work toward enhancing theGroup’s corporate value through performing his duties as a Director by capitalizing on his broad knowledge in the overallmanagement.
April 1979
Joined Yonekyu Corporation
May 2003
Director, Yonekyu Corporation[Reelection]
May 2006
Operating Officer, Yonekyu Corporation
May 2009
Executive Operating Officer, Yonekyu Corporation
Akihisa Horiuchi
March 2011
Senior General Manager, Merchandise Division, Yonekyu(June 6, 1960)
Corporation(Age: 60)
March 2013
Senior General Manager, Sales Division, Yonekyu Corporation
Term of office as(current position)
21,169Director:
May 2015
Director, Executive Operating Officer, Yonekyu Corporation
2 years
April 2017
Director, Senior Executive Operating Officer, Yonekyu
Corporation
Attendance at the
April 2018
Managing Executive Officer, the Company
Board of Directors
President & Chief Executive Officer, Yonekyu Corporation
meetings(current position)
100% (13/13)
June 2018
Director, Managing Executive Officer, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. Akihisa Horiuchi has a proven record in strengthening the area of processed food business of the Group, and is nominated as a
candidate for Director in the expectation that he will work toward enhancing the Group’s corporate value through performing his
duties as a Director by capitalizing on his broad knowledge in the overall management.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
and significant concurrent positions

Number ofshares of theCompany held

April 1982
July 2008

5

6

Joined Mitsubishi Corporation
Assistant to Corporate Functional Officers, Mitsubishi
Corporation (Human Resources)[Reelection]
April 2011
CFO, Mitsubishi International Corporation
April 2014
Senior Vice President, Senior Assistant to Corporate Functional
Katsuhiro Ito
Officers, Mitsubishi Corporation (General Administration of the(December 25, 1959)
Section)(Age: 60)
April 2016
General Manager, Corporate Strategy & Planning Dept.,
Mitsubishi Corporation
Term of office as
9,410
April 2017
President & Managing Director, Mitsubishi Corporation (HongDirector:Kong) Ltd.
1 yearApril 2019
Managing Executive Officer, the Company
Responsible
for Corporate (Accounting & Finance / General
Attendance at the
Affairs/
Human
Resource) / Compliance, the Company (current
Board of Directors
position)
meetings
Senior Managing Director, Chief Financial Officer, Itoham
100% (10/10)
Foods Inc. (current position)
June 2019
Director, Managing Executive Officer, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. Katsuhiro Ito has a proven record in strengthening the Group’s corporate and compliance systems, and is nominated as a
candidate for Director in the expectation that he will work toward enhancing the Group’s corporate value through performing his
duties as a Director by capitalizing on his broad knowledge in the overall management.
April 1982
Joined Itoham Foods Inc.
[Reelection]
March 2013
Manager, Business Use Planning Department, Processed Foods
Division, Itoham Foods Inc.
Masayuki Yoneda
March 2014
Manager, CVS Sales Department, Food Service Sales Division,(August 27, 1959)
Processed Foods Division, Itoham Foods Inc.
(Age: 60)
March 2016
Acting Senior General Manager, Processed Foods Division,
Itoham Foods Inc.
Term of office as
April 2016
Director, Executive Officer, Itoham Foods Inc.
35,601
Director:
October 2016
Senior General Manager, Processed Foods Division, Itoham
3 years
Foods Inc. (current position)
April 2017
Executive Officer, the Company
Attendance at the
Director, Managing Executive Officer, Itoham Foods Inc.
Board of Directors
June 2017
Director, Executive Officer, the Company (current position)
meetings
April
2018
Executive Director, Itoham Foods Inc. (current position)
92.3% (12/13)[Reason for nomination as candidate for Director]
Mr. Masayuki Yoneda has a proven record in strengthening the area of processed food business of the Group, and is nominated as a
candidate for Director in the expectation that he will work toward enhancing the Group’s corporate value through performing his
duties as a Director by capitalizing on his wealth of experience and broad knowledge in the food industry along with his expertise in
the area of processed food business.

-5-

No.

Name
(Date of birth)[New candidate]

Career summary, position and responsibilities in the Company
and significant concurrent positions
April 1993
April 1998
April 2011

Takeshi Koyama(September 18, 1969)(Age: 50)
April 2016

7

8

Term of office as
Director:-

April 2020

Joined Mitsubishi Corporation
Mitsubishi Argentina S.A.C. y R.
Team Leader, Feed Team, Feed & Meat Products Dept.,
Mitsubishi Corporation
General Manager, Agricultural Produce & Dairy Products Dept.,
Mitsubishi Corporation
Executive Officer; General Manager, CEO Office, General
Manager, Corporate Strategy Planning Office, the Company(current position)

Number ofshares of theCompany held-

Attendance at theBoard of Directors
meetings[Reason for nomination as candidate for Director]
Mr. Takeshi Koyama is nominated as a candidate for Director in the expectation that he will work toward enhancing the Group’s
corporate value through performing his duties as a Director by capitalizing on his wealth of experience and knowledge in the foodindustry and working overseas.
April 1989
Registered as an attorney at law[Reelection][Outside Director]
December 2007
Partner, Nozomi Sogo Attorneys at Law (current position)[Independent Officer] April 2009
Deputy Chairman, Daini Tokyo Bar Association
September 2010
Deputy Secretary General, Japan Federation of Bar Associations
Yumiko Ichige
June 2012
Outside Director, NEC Networks & System Integration(March 13, 1961)
Corporation(Age: 59)
May 2014
Outside Audit & Supervisory Board Member, AEON MALL
Co., Ltd.
Term of office as
December 2014
Outside Director, SANYO TRADING CO., LTD.
Director:
December 2016
Outside Director, Sushiro Global Holdings Ltd. (current
2 years
position)
June 2018
Outside Director, the Company (current position)
Attendance at the
March 2020
Outside Director, ASKUL Corporation (current position)
Board of Directors
meetings
100% (13/13)[Reason for nomination as candidate for Outside Director]
Ms. Yumiko Ichige has been providing objective and professional advice and supervision to the Company based on her knowledge
and wealth of experience she has gained through her career as an attorney at law and an outside officer of listed companies, and isnominated as a candidate for Outside Director in the expectation that she will work toward enhancing the Group’s corporate value
through performing her duties as a Director.
She has never been involved in the management of a company except as an outside officer. However, the Company judges she willappropriately fulfill her duties as an Outside Director based on the above reasons.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
and significant concurrent positions

October 2000
[Reelection][Outside Director]
June 2013[Independent Officer]

9

Aya Ito(May 24, 1973)(Age: 47)

April 2014

Term of office as
Director:
2 years

April 2016

April 2015

April 2018

Joined Recruit Co., Ltd.
General Chief Editor of the Zexy magazine, Senior Manager,
Media Produce Management Department, Bridal Business
Division, Recruit Co., Ltd.
General Manager, Media Produce Management Department,
Bridal Business Division, Recruit Co., Ltd.
General Manager, Diversity Promotion Department, Recruit
Holdings Co., Ltd.
General Manager, Sustainability Promotion Office, Recruit
Holdings Co., Ltd.
Partner, Sustainability Promotion Department (currently
Sustainability Promotion Group), Recruit Holdings Co., Ltd.
(current position)
Outside Director, the Company (current position)
Outside Director, ewoman, Inc. (current position)

Number ofshares of theCompany held-

Attendance at theBoard of Directors
June 2018
meetings
May 2020
100% (13/13)[Reason for nomination as candidate for Outside Director]
Ms. Aya Ito has been providing objective and professional advice and supervision to the Company based on her wealth ofexperience she has gained through her duties and career as an expert in sustainability promotion, and is nominated as a candidate for
Outside Director in the expectation that she will work toward enhancing the Group’s corporate value through performing her duties
as a Director.
She has never been involved in the management of a company except as an outside officer. However, the Company judges she willappropriately fulfill her duties as an Outside Director based on the above reasons.
(Notes)1. There are no special interests between each candidate and the Company.
2. Age of each candidate is as of this year’s Ordinary General Meeting of Shareholders.
3. The Company has entered into an agreement with each of Ms. Yumiko Ichige and Ms. Aya Ito in accordance with the provisions
in Article 427, Paragraph 1 of the Companies Act to limit their liability for damages under Article 423, Paragraph 1 of the said
Act. The maximum amount of their liability for damages under the said agreement is the minimum amount of liability
stipulated in Article 425, Paragraph 1 of the said Act. The Company plans to renew the said agreement if their reelection isapproved at this Ordinary General Meeting of Shareholders.
4. Ms. Yumiko Ichige and Ms. Aya Ito are Independent Officers as prescribed in the regulations of the Tokyo Stock Exchange.
They satisfy the requirements for independent officers as provided for by Tokyo Stock Exchange, and the standards set by theCompany for Independence Criteria for Outside Officers (see page 12). The Company plans to reappoint them as Independent
Officers if their reelection is approved at this Ordinary General Meeting of Shareholders.

-7-Proposal 2:

Election of 2 Auditors

The terms of office of Mr. Akifumi Imamura and Mr. Yasuo Shito will expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, based on the report from the Nomination Committee,
the election of 2 Auditors, including 1 Outside Auditor, is proposed.
In addition, the consent of the Board of Auditors has been obtained for this Proposal.
The candidates are as follows:

No.

Name

Current positions in the Company

1

New candidate

Yoshiro Matsuzaki(Age: 61)2

New candidate

Kei Umebayashi(Age: 53)-

Outside Auditor
Independent Officer

Please refer to page 11 for “Policy on the nomination of candidates for Directors and Auditors” of the Company.

-8-

-

No.

Name
(Date of birth)2

April 1982
October 1993
March 2014

Number ofshares of theCompany held

Joined Itoham Foods Inc.
Central Executive Committee Chair, Itoham Worker’s Union
General Manager, Human Resources, General Affairs
Yoshiro Matsuzaki
Department, Itoham Foods Inc.
(July 2, 1958)
April 2015
Executive Officer, Itoham Foods Inc.
22,631(Age: 61)
April 2016
General Manager, Human Resources, General Affairs
Department, Itoham Yonekyu Holdings Inc.
Term of office as
April 2018
Executive Officer, General Manager, Human Resources
Auditor:Department, Itoham Foods Inc.
April 2020
Advisor, Itoham Foods Inc.
[Reason for nomination as candidate for Auditor]
Mr. Yoshiro Matsuzaki has knowledge and wealth of experience that he has gained through his duties and career as an Executive
Officer of the Company and the person in charge of the human resources department of the Group, and is nominated as a candidate
for Auditor in the expectation that he will contribute to the further development of the Group through conducting audits from a
broad and high level of perspective about the overall management.
April 1991
Public Prosecutor, Tokyo District Public Prosecutors Office
April 1998
Public Prosecutor, Criminal Affairs Bureau, Ministry of Justice[New candidate]July 1999
First Secretary, Embassy of Japan in the UK (on assignment[Outside Auditor]
from the Ministry of Foreign Affairs)[Independent Officer] August 2002
Public Prosecutor, Criminal Affairs Bureau, Ministry of Justice
April 2003
Public Prosecutor, Chiba District Public Prosecutors Office
Kei Umebayashi
August 2004
Public Prosecutor, Secretarial Division, Minister’s Secretariat,(December 16, 1966)
Ministry of Justice(Age: 53)January 2005
Executive Assistant to Deputy Chief Cabinet Secretary
February 2007
Resigned as Public Prosecutor
Term of office as
March
2007
Registeredas an attorney at law
Auditor:January
2010
Partner,
Nishimura& Asahi (current position)
April 2014
Adjunct Teacher, Keio University Law School (current position)
March 2015
Outside Director, CHIMNEY Co., Ltd.
[Reason for nomination as candidate for Outside Auditor]
Mr. Kei Umebayashi has knowledge and wealth of experience that he has gained as an attorney at law and a crisis management
expert, and is nominated as a candidate for Outside Auditor in the expectation that he will contribute to the further development of
the Group through conducting audits from a broad and high level of perspective about the overall management.
He has never been involved in the management of a company except as an outside officer. However, the Company judges he willappropriately fulfill his duties as an Outside Auditor based on the above reasons.
(Notes)1. There are no special interests between each candidate and the Company.
2. Age of each candidate is as of this year’s Ordinary General Meeting of Shareholders.
3. If the election of Mr. Yoshiro Matsuzaki and Mr. Kei Umebayashi is approved at this Ordinary General Meeting of
Shareholders, the Company plans to enter into an agreement with each of them in accordance with the provisions in Article
427, Paragraph 1 of the Companies Act to limit their liability for damages under Article 423, Paragraph 1 of the said Act. The
maximum amount of their liability for damages under the said agreement is the minimum amount of liability stipulated in
Article 425, Paragraph 1 of the said Act.
4. Mr. Kei Umebayashi satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, and thestandards set by the Company for Independence Criteria for Outside Officers (see page 12). The Company plans to appoint
him as Independent Officer if his election is approved at this Ordinary General Meeting of Shareholders.
[New candidate]1

Career summary, position in the Company
and significant concurrent positions-9-

Proposal 3:

Election of 1 Substitute Auditor

The appointment of the current Substitute Auditor is effective until the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, based on the report from the Nomination Committee, the election of 1
Substitute Auditor as a substitute for Outside Auditor is proposed, in order to prepare for cases where there isa vacancy which results in a shortfall in the number of Auditors stipulated in laws and regulations. The termof office of the Substitute Auditor shall be the remaining term of office of the predecessor, on the condition
that the Substitute Auditor assumes office due to a vacancy which results in a shortfall in the number ofAuditors stipulated in laws and regulations.
In addition, the consent of the Board of Auditors has been obtained for this Proposal.
A resolution for the appointment of the Substitute Auditor shall cease to be effective by the resolution of
the Board of Directors with the consent of the Board of Auditors, only before the assumption of office.
The candidate is as follows:
Name(Date of birth)

Career summary, position in the Company
and significant concurrent positions
April 1995

Number ofshares of theCompany held

Registered as an attorney at law
Joined Tsunematsu Yanase & Sekine (currently Nagashima
Ohno & Tsunematsu)
January 1996
Joined Matsuo & Kosugi
February 1999
Joined Salomon Smith Barney (Japan) Ltd. (currently Citigroup
Global Markets Japan Inc.)
April 2000
Long-term Expert, Japan International Cooperation Agency(dispatched to the Ministry of Justice of Vietnam, etc. from theJapan Federation of Bar Associations)
Kentaro Uryu
(January 2, 1965)
August 2002
Representative Lawyer, Managing Partner, URYU & ITOGA(Age: 55)
(current position)
August 2008
Representative Director, U&I Advisory Service Co., Ltd.
(current position)
March 2015
Outside Audit & Supervisory Board Member, Kyowa Hakko
Kirin Co., Ltd. (currently Kyowa Kirin Co., Ltd.)
June 2015
Outside Audit & Supervisory Board Member, ITOCHU
Corporation (current position)
March 2018
Outside Director of the Board, Kyowa Kirin Co., Ltd. (current
position)[Reason for nomination as candidate for Substitute Outside Auditor]
Mr. Kentaro Uryu has knowledge and wealth of experience that he has gained through his career as an attorney at law and an outside
officer of listed companies and is nominated as a candidate for Substitute Outside Auditor in the expectation that he will contributeto the further development of the Group through conducting audits from a broad and high level of perspective about the overallmanagement.
(Notes)1. There is no special interest between Mr. Kentaro Uryu and the Company.
2. Age of Mr. Kentaro Uryu is as of this year’s Ordinary General Meeting of Shareholders.
3. If Mr. Kentaro Uryu assumes the office of Outside Auditor, the Company plans to enter into an agreement with him in
accordance with the provisions in Article 427, Paragraph 1 of the Companies Act to limit his liability for damages under Article
423, Paragraph 1 of the said Act. The maximum amount of his liability for damages under the said agreement is the minimum
amount of liability stipulated in Article 425, Paragraph 1 of the said Act.
4. Mr. Kentaro Uryu satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, and thestandards set by the Company for Independence Criteria for Outside Officers (see page 12). The Company plans to appoint
him as Independent Officer if he assumes the office of Outside Auditor.

- 10 -

<Reference>
Policy on the nomination of candidates for Directors and Auditors
1. Policy and procedure for the nomination of candidates for Director(1) Nomination criteria(i) Having an excellent character, knowledge and high ethical standards.
(ii) Having an excellent management perspective and an excellent ability to understand the legal and managerial
issues accurately.
(iii) Having an excellent ability to objectively analyze and judge from a company-wide perspective.
(iv) Being able to actively express one’s own opinions and having strong leadership skills.
(v) Not falling under the category of grounds for disqualification of directors stipulated in the Companies Act, andthere being no obstacle in terms of health or other factors.
(2) Nomination procedure
The Nomination Committee shall fully deliberate on the appropriateness of candidates based on the nomination
criteria and the optimal composition guidelines of the Board of Directors, and then the Board of Directors shalladopt a resolution with regard to the nomination.
2. Criteria and procedure for the election of Auditors(1) Election criteria(i) Having an excellent character, knowledge and high ethical standards.
(ii) Having an excellent management perspective and an excellent ability to understand the legal and managerial
issues accurately. (It is desirable to include a person with a considerable amount of knowledge of finance andaccounting.)(iii) Having an excellent ability to objectively analyze and judge from a company-wide perspective.
(iv) Being able to express one’s own opinions while maintaining a fair and unbiased attitude.
(v) Not falling under the category of grounds for disqualification of auditors stipulated in the Companies Act, andthere being no obstacle in terms of health or other factors.
(2) Election procedure(i) The election of Auditors shall be adopted by a resolution of the General Meeting of Shareholders, and thecandidates shall be elected and resolved by the Board of Directors after obtaining the consent of the Board ofAuditors.
(ii) With regard to the election of candidates for Auditor, the Nomination Committee shall fully deliberate on theappropriateness of the candidates based on the election criteria, and then the Board of Directors shall adopt a
resolution with regard to the election after obtaining the consent of the Board of Auditors.

- 11 -

<Reference>
In order to objectively judge the independence of Outside Directors and Outside Auditors (hereinafter referred to as“Outside Officers”), the Company has established the following criteria for the independence of Outside Officers.
<Independence Criteria for Outside Officers>
An Outside Officer shall be deemed to be independent if, as a result of a reasonable scope of investigation by the Company,
it is judged that they do not fall under any of the following categories.
(i) An executive1 of the Company and its associated companies (hereinafter referred to as the “Group”)(ii) An entity whose major business partner is the Group2 or an executive thereof(iii) A major business partner of the Group3 or an executive thereof(iv) A major shareholder (a party who owns at least 10% of the total of voting rights directly or indirectly) of the Company
or an executive thereof(v) An entity in which the Group owns at least 10% of the total of voting rights directly or indirectly or an executive
thereof(vi) An individual belonging to an audit corporation that is the Accounting Auditor of the Group(vii) A consultant, an accountant professional such as a certified public accountant or a certified public tax accountant, ora legal professional such an attorney at law, who receives a large amount of monetary consideration or other property4
from the Group in addition to compensation as an officer (in case it is an organization such as a corporation or an
association that receives such property, an individual who belongs to such organization)(viii) An individual, or a director or other executive of an organization such as a corporation or an association, who receivesa large amount of donations or subsidies5 from the Group(ix) A spouse, a relative within the second degree of kinship, a relative living together or an individual living within thesame household of an important individual among executives6 of the Group(x) An individual from a company with which the Group has a mutual appointment relationship of officers7 (an individual
who is or used to be a member of the company in the most recent 10 years commencing from the date of theirassumption of office)Notes
1. “Executive” means an executive director, an operating officer, an executive officer, a manager or any other employee
of a stock company, a member who executes the business of a membership company, or an individual or employee(staff, etc.) who executes the business of a corporation or an organization other than a company.
2. “Entity whose major business partner is the Group” means an entity which receives payment from the Group in an
amount exceeding 2% of its consolidated sales of the most recent fiscal year.
3. “Major business partner of the Group” means an entity which pays to the Group an amount exceeding 2% of theGroup’s consolidated sales of the most recent fiscal year.
4. “Large amount” as used in the context of “a large amount of monetary consideration or other property” means anamount equivalent to at least ¥10 million per year in the case of an individual, or an amount exceeding 2% of theconsolidated sales or total revenue in the case of an organization, on average for the past 3 years.
5. “Large amount” as used in the context of “a large amount of donations or subsidies” means an amount exceeding thehigher of ¥10 million per year or 30% of the organization’s total annual cost, on average for the past 3 years.
6. “Important individual among executives” means a director (excluding outside director), an operating officer, an
executive officer and an employee in the office of senior management not lower than general manager.
7. “Mutual appointment relationship of officers” means a relationship where an individual from the Group (an individual
who is or used to be a member of the Group in the most recent 10 years commencing from the date of their assumptionof office) currently serves as an officer or executive officer of a company, and the Company brings in the individual
as an officer or executive officer of the Company from the company.

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