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)
Date of sending by postal mail: June 2, 2023
Start date of measures for electronic provision: May 26, 2023
To Shareholders with Voting Rights:
Isao Miyashita
President and Chief Executive Officer
ITOHAM YONEKYU HOLDINGS INC.
1-6-21 Mita, Meguro-ku, Tokyo, JapanNOTICE OF THE 7TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 7th Ordinary General Meeting of Shareholders of ITOHAM YONEKYU HOLDINGS
INC. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures forproviding information in electronic format will be taken) in electronic format, and posts this information on the following
website. Please access either website by using the internet address shown below to review the information.
[Company website] *in Japanese only
https://www.itoham-yonekyu-holdings.com/ir/sh_meeting.html(Please visit the Company’s website above to confirm the information.)[General Meeting of Shareholders materials posted website] *in Japanese only
https://d.sokai.jp/2296/teiji/[Tokyo Stock Exchange website] (Listed Company Search)https://www.jpx.co.jp/english/listing/co-search/index.html(Access the TSE website by using the internet address shown above, enter “ITOHAM YONEKYU HOLDINGS” in“Issue name (company name)” or the Company’s securities code “2296” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)*All of the same data is presented in the items subject to measures for electronic provision that are provided on the websites above.

Please note that on the date of the meeting we will hold a live broadcast on the internet, so we ask shareholders who live
far away, etc. to consider watching the live broadcast instead (available only on a Japanese-language website).

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. Japan time
(Reception Desk will open at 9:15 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 7th
Fiscal Year (April 1, 2022 - March 31, 2023) 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 7th Fiscal Year (April
1, 2022 - March 31, 2023)
Matters to be resolved:
Proposal 1:
Consolidation of Shares
Proposal 2:
Election of 6 Directors
Proposal 3:
Election of 1 Auditor*Please note that no gift will be provided for attendees at the Ordinary General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Consolidation of Shares

1. Reasons for the proposal
This proposal is to implement a share consolidation in which five (5) shares of the Company’s common
stock will be consolidated into one (1) share.
As of March 31, 2023, the total number of outstanding shares of the Company’s common stock was
287,355,059, which is more than that of its industry peers listed on the Tokyo Stock Exchange, and thisshare consolidation is intended to improve this situation.
As a result of this share consolidation, it is expected that various per-share indicators (earnings, net asset
value, etc.) and the share price will be easier to compare with those of other companies.
The Company has also set its dividend policy in the “Medium-term Management Plan 2023” as “to steadily
increase the dividend payout ratio within the range of 30 to 50%, with a target of 40%.” By implementing
this share consolidation, the Company will be able to set a more detailed dividend per share and consider
the implementation of interim dividends, thereby increasing the flexibility of its returns to shareholders
policy.
Furthermore, since the trading unit for the shares of all domestic listed companies has been standardized
to 100 shares on the Japanese stock exchanges, the number of shares constituting one unit of stock shallremain unchanged at the current 100 shares.
2. Details of the proposal(1) Class of shares to be consolidated
Common stock(2) Consolidation ratio
The consolidation of shares will be conducted at a ratio of 1 share for every 5 shares.
(Based on the number of shares held by shareholders listed or recorded in the shareholders’ register as of
September 30, 2023.)(3) Effective date
October 1, 2023
(4) Total number of shares authorized to be issued as of the effective date
200,000,000
The provisions of the Articles of Incorporation regarding the total number of authorized shares shall bedeemed to be changed as follows on the effective date of the share consolidation, based on Article 182,
Paragraph 2 of the Companies Act.
(The underlined portions indicate amendments.)
Current Articles of Incorporation
Article 6

After amendment(Total number of shares authorized to be issued)

Article 6(Total number of shares authorized to be issued)

The total number of authorized shares to be issued by the Company

The total number of authorized shares to be issued by the Company

shall be 1 billion shares.

shall be 200 million shares.

3. Treatment of fractional shares when less than one share is issued
In the event that this share consolidation results in fractions of less than one share, the fractional shares
will be sold or purchased as treasury stock in a lump sum by the Company based on the provisions ofArticle 235 of the Companies Act, and the proceeds will be distributed to shareholders who hold fractional
shares in proportion to the fractional shares they hold.
-3-

<Reference>
About consolidation of shares
The Company plans to carry out a consolidation of shares of 5 shares into 1 share.
BeforeamendmentAfteramendment

1 share1 share5 shares1 share1 share1 share1 share1 shareOn October 1, 2023, the number of shares held will be reduced to one-fifth of the number of shares held by you on the
day before that date. (This is subject to the approval of Proposal 1 of the General Meeting of Shareholders.)
As a result of the consolidation of shares Although the number of Company shares held by shareholders will be reduced to one-fifth of the number prior to theconsolidation of shares, the asset value of their Company shares will remain the same because the asset value pershare will increase five-fold. Theoretically, the share price will also increase fivefold after the consolidation.
 As for dividends, the Company plans to adjust the dividend per share after this share consolidation takes effect inorder to avoid any change in the economic value of the shares held by the Company. There will be no change in the
total amount of dividend payments received due to the consolidation of shares.
- An example of a calculation based on the projected year-end dividend for the fiscal year ending March 31, 2024 (yearend dividend of 25 yen) announced on May 9, 2023
Beforeamendment

Year-end dividend for the fiscal year
ending March 31, 2024
Number ofshares held prior
to the shareconsolidation

Year-end
dividend per
share

¥25

×

500 shares

=

After
amendment

Dividends before tax

Year-end
dividend per
share¥12,500¥125
Adjusted to 5x-4-Year-end dividend for the fiscal year
ending March 31, 2024
Number ofshares held after
the share
consolidation

×100 shares
One-fifth

Dividends before tax=¥12,500
No change

<Notes>- The number of shares constituting one unit of stock will remain unchanged at 100 shares. One voting right will be granted
for each 100 shares held after the consolidation of shares.
- Shareholders who own less than 500 shares will lose the opportunity to trade their shares on the stock exchange market
and the right to vote at the General Meeting of Shareholders after this share consolidation, as the number of shares they
own will be less than 100 shares, which is less than one unit.
- Any fractional shares of less than one hundred (100) shares after the consolidation of shares may be eliminated by using
the additional purchase or repurchase program for shares constituting less than one unit. In this case, shareholders willneed to follow the procedures on their own. Please contact the securities company or shareholders’ registry administrator
with whom you are doing business. It is also possible to avoid the disposition of fractional shares by using the additionalpurchase or buyback program for shares constituting less than one unit prior to the effective date of the share consolidation.
(The Company will waive any fees associated with the use of this program until the effective date of the shareconsolidation.)- Shareholders holding less than 5 shares will lose their status as shareholders after the consolidation of shares.
- Fractional shares of less than one share after the consolidation of shares will be disposed of in bulk by the Company andthe proceeds will be distributed to shareholders with fractional shares in proportion to their fractional shares (no special
procedure is required of the shareholders).
Contact information for the administrator of the shareholders’ register:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Business Planning Department
TEL: 0120-782-031 [Hours: 9:00 - 17:00 (except Saturdays, Sundays, and national holidays)]-5-

Proposal 2:

Election of 6 Directors

The terms of office of all 5 Directors will expire at the conclusion of this year’s Ordinary General Meeting of
Shareholders. In addition, Mr. Takamasa Wakaki resigned from his position as a Director on March 31, 2023.
Accordingly, the election of 6 Directors including 2 Outside Directors is proposed.
The candidates are as follows:
The election of candidates for Director has been made after the deliberation by the Nomination Committee,
the majority of whose members are Independent Outside Directors.

No.

1

Current positions and responsibilities
in the Company

Attendance at theBoard ofDirectors
meetings(Age: 55)

President and Chief Executive Officer

100%(15/15)100%(12/12)100%(12/12)Name

Reelection

Isao Miyashita

2

Reelection

Koichi Ito(Age: 48)

Director, Managing Executive Officer
Senior General Manager of Processed
Foods Division
In charge of Quality Assurance
Division

3

Reelection

Hajime Ogawa(Age: 52)

Director, Managing Executive Officer
Chief Financial Officer
CCO

4

New candidate

Akihisa Horiuchi(Age: 63)

Managing Executive Officer
Senior General Manager of Meat
Division

5

Reelection

Yukie Osaka(Age: 67)

Outside Director
Independent Officer

Director

6

New candidate

Mikiko Morimoto(Age: 49)

Outside Director
Independent Officer

-

-

100%
(15/15)-(Notes) 1. Age and current positions and responsibilities in the Company of each candidate are as of this year’s Ordinary General
Meeting of Shareholders.
2. The attendance at the Board of Directors meetings is for those meetings held during fiscal year 2022.
3. The number of Board of Directors meetings attended by Mr. Koichi Ito and Mr. Hajime Ogawa only covers the Board of Directors
meetings held after their appointment as Directors on June 24, 2022.

-6-

No.

Name
(Date of birth)2

April 1990
August 2002
June 2003
May 2006

Number ofshares of theCompany held

Joined Mitsubishi Corporation
Director, Foodlink Corporation
Director, Japan Farm Co., Ltd.
Isao Miyashita
Workedin Meat & Livestock Business Unit, Mitsubishi(February 15, 1968)
Corporation(Age: 55)
May 2007
Executive Officer; General Manager of Corporate Strategy
Planning Office, YONEKYU CORPORATION
Term of office as
126,482
Director:
May 2008
Director, Managing Executive Officer, YONEKYU
7 years and 3 months
CORPORATION
May 2013
Chief Executive Officer, YONEKYU CORPORATION
Attendance at the
April 2016
President and Chief Executive Officer, the Company (current
Board of Directors
position)
meetings
Director, Itoham Foods Inc. (current position)
100% (15/15)
Director, YONEKYU CORPORATION (current position)[Reason for nomination as candidate for Director]
Mr. Isao Miyashita has a proven record in leading the entire Group as President and Chief Executive Officer of the Company,
including working to establish a Group-wide business execution system and organizational structure, as well as promoting efficientand flexible management.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his
abundant experience and broad knowledge in overall management.
April 1997
Joined Itoham Foods Inc.
July 2006
Executive Officer, Itoham Foods Inc.
March 2009
Acting Senior General Manager of Meat Division, Itoham Foods
Inc.
June 2010
Director, Itoham Foods Inc.
March 2013
Director, Executive Officer, Senior General Manager of Food
[Reelection]
Service Sales Division, Processed Foods Division, Itoham Foods
Inc.
Koichi Ito
April 2016
Director of Board, ANZCO FOODS Ltd.
(March 16, 1975)
April 2018
Senior Executive Officer, the Company(Age: 48)
March 2019
Executive Director, General Manager of Corporate Strategy
Planning Office, YONEKYU CORPORATION
Term of office as
2,740,568
Director:
April 2020
COO Group Meat Division, the Company
1 yearDirector, Senior General Manager of Meat Division, Itoham
Foods Inc.
Attendance at the
April 2021
Acting Senior General Manager of Processed Foods Division,
Board of Directors
Senior General Manager of Business Strategy Division, Itoham
meetings
Foods Inc.
100% (12/12)
April 2022
Managing Executive Officer, Senior General Manager ofProcessed Foods Division, the Company (current position)
Chief Executive Officer, Itoham Foods Inc. (current position)
Director, YONEKYU CORPORATION (current position)
June 2022
Director, the Company (current position)
April 2023
In charge of Quality Assurance Division (current position)[Reason for nomination as candidate for Director]
As Senior General Manager of Processed Foods Division, Mr. Koichi Ito is working to drive initiatives forward that contribute to
the enhancement of corporate value through the restructuring of the Group’s processed food business and the implementation of
growth strategies.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his
abundant experience and broad knowledge gained by serving as Chief Executive Officer of Itoham Foods Inc. and in various otherimportant positions in the Group.
[Reelection]

1

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

-7-

No.

Name
(Date of birth)

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

April 1994
December 2007
Hajime Ogawa
December 2009
(September 22, 1970) February 2016
(Age: 52)
[Reelection]

Term of office as
Director:
1 year3

4

April 2019
April 2022

Joined Mitsubishi Corporation
Mitsubishi Corporation (Shanghai) Ltd.
Controller Office, Mitsubishi Corporation
Living Essentials Group Administration Dept., Mitsubishi
Corporation
Corporate Staff Section, Mitsubishi Corporation
Managing Executive Officer, Chief Financial Officer, CCO, theCompany (current position)
Director, Itoham Foods Inc. (current position)
Director, YONEKYU CORPORATION (current position)
Director, the Company (current position)

Number ofshares of theCompany held

1,000

Attendance at theJune 2022
Board of Directors
meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Hajime Ogawa has demonstrated strong leadership in strengthening corporate governance, including improving theeffectiveness of the Board of Directors, and in pursuing sustainability management.
He is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s sustainable growthand medium- and long-term enhancement of corporate value through performing his duties as a Director by capitalizing on his
abundant experience and broad knowledge in the overseas operations and corporate fields.
April 1979
Joined YONEKYU CORPORATION
May 2003
Director, YONEKYU CORPORATION
May 2006
Executive Officer, YONEKYU CORPORATION[New candidate]
May 2009
Managing Executive Officer, YONEKYU CORPORATIONMarch 2011
Senior General Manager, Merchandise Division, YONEKYU
Akihisa Horiuchi
CORPORATION(June 6, 1960)
March 2013
Senior General Manager, Sales Division, YONEKYU(Age: 63)
CORPORATION
May 2015
Director, Managing Executive Officer, YONEKYU
Term of office as
48,749CORPORATION
Director:
April 2017
Director, Senior Executive Operating Officer, YONEKYUCORPORATION
April
2018
Managing Executive Officer, the Company (current position)
Attendance at the
Chief
Executive Officer, YONEKYU CORPORATION (current
Board of Directors
position)
meetings
June 2018
Director, the Company
April 2023
Senior General Manager of Meat Division, the Company(current position)
Director, Itoham Foods Inc. (current position)[Reason for nomination as candidate for Director]
Mr. Akihisa Horiuchi is nominated as a candidate for Director in the belief that he will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value through performing his duties as a Director bycapitalizing on his abundant experience and broad knowledge gained by serving as Chief Executive Officer of YONEKYUCORPORATION and in various other important positions in the Group.

-8-

No.

Name
(Date of birth)

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

April 1978
[Reelection][Outside Director][Independent Officer] September 1994
September 1997
Yukie OsakaMay 2016(March 15, 1956)
November 2018
(Age: 67)
June 2020
June 2021
Term of office as
November 2021
Director:
2 years
5

6

Joined Nihon Short-Wave Broadcasting Co., Ltd. (currently
NIKKEI RADIO BROADCASTING CORPORATION)
Tokyo Metropolitan Television Broadcasting Corporation
Japan Satellite Broadcasting Inc. (currently WOWOW Inc.)
MEIKO NETWORK JAPAN CO., LTD.
Director, MEIKO NETWORK JAPAN CO., LTD.
Outside Director, SAKURA internet Inc. (current position)
Outside Director, the Company (current position)
Representative Director, General Incorporated Association
Customer Success Promotion Association (current position)

Number ofshares of theCompany held-

Attendance at theBoard of Directors
meetings
100% (15/15)[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Yukie Osaka provides objective and professional advice and supervision to the Company based on her knowledge and wealth ofexperience that she has gained through her duties and career as a marketing consultant.
She also has attended meetings of the Nomination Committee, Remuneration Committee and Governance Committee as a member
and has actively expressed her opinions, making a significant contribution to the supervision of business execution from an
independent standpoint.
She is nominated as a candidate for Outside Director in the belief that she will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value by continuing to fulfill these roles.
April 1996
Joined The Japan Research Institute, Limited[New candidate][Outside Director]
March 1997
On assignment from Japan Center for Economic Research[Independent Officer] April 1998
The Japan Research Institute, Limited
July 2000
Nagashima Ohno & Tsunematsu
Mikiko Morimoto
September 2014
Embassy of Islamic Republic of Pakistan Tokyo(July 26, 1973)
May 2015
Asuka Asset Management Co., Ltd. (currently Aizawa Asset(Age: 49)
Management Co., Ltd.)
January 2018
Executive Officer, SDG Partners, Inc.
Term of office as
February 2021
President and Chief Executive Officer, karna ltd. (current
Director:position)
Attendance at theBoard of Directors
meetings[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Mikiko Morimoto possesses knowledge and wealth of experience that she has gained through her duties and career as asustainability consultant.
The Company judges she will provide objective and professional advice and supervision to the Company based on her knowledge
and wealth of experience.
Once elected, she is expected to serve as a member of the Nomination Committee, Remuneration Committee, GovernanceCommittee, and Sustainability Committee.
She is nominated as a candidate for Outside Director in the belief that she will contribute to the realization of the Group’s
sustainable growth and medium- and long-term enhancement of corporate value by fulfilling these roles.
[Independent Officers]
Ms. Yukie Osaka is an Independent Officer as prescribed in the regulations of the Tokyo Stock Exchange. She satisfies therequirements for an independent officer as provided for by the Tokyo Stock Exchange, and the standards set by the Company for
Independence Criteria for Outside Officers. The Company plans to reappoint her as an Independent Officer if her reelection isapproved at this Ordinary General Meeting of Shareholders.
Ms. Mikiko Morimoto satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and thestandards set by the Company for Independence Criteria for Outside Officers. The Company plans to appoint her as an Independent
Officer if her election is approved at this Ordinary General Meeting of Shareholders.

-9-(Notes)
1. There are no special interests between each candidate and the Group.
2. Ms. Yukie Osaka and Ms. Mikiko Morimoto are candidates for Outside Director.
3. Ms. Mikiko Morimoto is scheduled to be appointed as an outside member of the board of NEC Networks & System Integration
Corporation on June 23, 2023.
4. The Company has entered into an agreement with Ms. Yukie Osaka in accordance with the provisions in Article 427, Paragraph
1 of the Companies Act to limit her liability for damages under Article 423, Paragraph 1 of the said Act. The maximum amountof her 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 her reelection is approved at this Ordinary General
Meeting of Shareholders.
5. The Company has entered into an indemnity agreement with the current Directors as provided for in Article 430-2, Paragraph
1 of the Companies Act, whereby the Company will indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the same Paragraph to the extent provided by laws and regulations. However, the expenses under Item
1 of the same Paragraph, which pertain to cases in which liability is sought against the Company (excluding shareholder
representative actions), are not covered by the indemnity, so that the appropriateness of the execution of duties by theindemnitee will not be impaired.
The Company plans to continue the indemnity agreement if the reelection of the candidates who are currently Directors isapproved, and plans to enter into the same indemnity agreement with Mr. Akihisa Horiuchi and Ms. Mikiko Morimoto if theirelection is approved at this Ordinary General Meeting of Shareholders.
6. The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company in accordancewith Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Auditors, and Executive Officers, etc. The insurance
policy covers compensation for damages and litigation expenses in the event of a claim against the insured. However, by
excluding from coverage losses resulting from criminal or intentionally illegal acts, measures are taken to ensure that theinsured’s adequacy in the execution of their duties is not impaired. The insured does not bear the cost of insurance premiums.
If the election of candidates for Director is approved at this Ordinary General Meeting of Shareholders, each Director will be
named as the insured under the said insurance contract. The term of the insurance contract is 1 year, and will be renewedsubject to the resolution of the Board of Directors prior to the expiration of the term.

- 10 -

Proposal 3:

Election of 1 Auditor

Of the 4 current Auditors, Mr. Ichiro Ichikawa’s term of office will expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, the election of 1 Auditor is proposed.
The candidate is as follows:
The election of the candidate for Auditor has been made after the deliberation by the Nomination Committee,
the majority of whose members are Independent Outside Directors. In addition, the consent of the Board ofAuditors has been obtained for this Proposal.
Name(Date of birth)

Career summary, position in the Company and significant concurrent positions

Number of sharesof the Company
held

March 1984

Joined Audit Department, Tohmatsu Awoki & Co. (currently
Deloitte Touche Tohmatsu LLC)
[New candidate]August1987
Registeredas a Certified Public Accountant[Outside Auditor]
July
1999
Managing
Partner,Tohmatsu & Co. (currently Deloitte Touche[Independent Officer]
Tohmatsu
LLC)
Hiroshi Matsumura
June 2007
Engagement Partner, Deloitte Touche Tohmatsu LLC(August 4, 1959)
July 2009
Audit Department, Deloitte Touche Tohmatsu LLC(Age: 63)January 2016
Audit Department & Quality Management Department, Deloitte
Touche Tohmatsu LLC
Term of office as
August 2020
Left Deloitte Touche Tohmatsu LLC
Auditor:September 2020
Representative, Hiroshi Matsumura Certified Public Accountant
Office (current position)
March 2022
Auditor, G.D JIDOKIKAI K.K. (current position)[Reason for nomination as candidate for Outside Auditor]
Mr. Hiroshi Matsumura is nominated as a candidate for Outside Auditor because of his expertise and wealth of experience in finance andaccounting, which he has cultivated through his career as a certified public accountant, and in the belief that he will contribute to thefurther development of the Group through auditing from a broad and sophisticated perspective with respect to overall management.
(Note)
Age of the candidate is as of this year’s Ordinary General Meeting of Shareholders.
[Independent Officer]
Mr. Hiroshi Matsumura satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange,
and the standards set by the Company for Independence Criteria for Outside Officers. The Company plans to appoint him as
an Independent Officer if his election is approved at this Ordinary General Meeting of Shareholders.
(Notes)1. There are no special interests between Mr. Hiroshi Matsumura and the Group.
2. Mr. Hiroshi Matsumura is a candidate for Outside Auditor.
3. If the election of Mr. Hiroshi Matsumura is approved at this Ordinary General Meeting of Shareholders, the Company plansto enter into an agreement with him in accordance with the provisions in Article 427, Paragraph 1 of the Companies Act tolimit 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. The Company has entered into an indemnity agreement with the current Auditors as provided for in Article 430-2, Paragraph
1 of the Companies Act, whereby the Company will indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the same Paragraph to the extent provided by laws and regulations. However, the expenses under Item
1 of the same Paragraph, which pertain to cases in which liability is sought against the Company (excluding shareholder
representative actions), are not covered by the indemnity, so that the appropriateness of the execution of duties by theindemnitee will not be impaired. The Company plans to enter into the same indemnity agreement with Mr. Hiroshi Matsumura
if his election is approved at this Ordinary General Meeting of Shareholders.
5. The Company has entered into a directors’ and auditors’ liability insurance contract with an insurance company in accordancewith Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Auditors, and Executive Officers, etc. The insurance
policy covers compensation for damages and litigation expenses in the event of a claim against the insured. However, by
excluding from coverage losses resulting from criminal or intentionally illegal acts, measures are taken to ensure that theinsured’s adequacy in the execution of their duties is not impaired. The insured does not bear the cost of insurance premiums.
If the election of Mr. Hiroshi Matsumura is approved at this Ordinary General Meeting of Shareholders, he will be named as
the insured under the said insurance contract. The term of the insurance contract is 1 year, and will be renewed subject to theresolution of the Board of Directors prior to the expiration of the term.

- 11 -

<Reference>
Skills matrix for Directors and Auditors
The Board of Directors is composed of a diverse group of directors with different backgrounds of expertise and experiencefor fulfilling the functions of the Board of Directors as a whole. The Board of Directors is composed of a number ofmembers that enables it to function most effectively and efficiently, and the ratio of independent outside directors is atleast one-third.
The skills matrix for Directors and Auditors if Proposals 2 and 3 are approved as proposed is as follows.
Skills matrix
Production
Marketing
Legal affairs
technologies Finance and
ESG
Gender Management
Product
Risk
Qualityaccounting
Sustainability
development
management
Control

Name

IT
DX

International
experience

Director

Isao Miyashita

Male

●

●

●

●

●

Koichi Ito

Male

●

●

●

●

●

Hajime Ogawa

Male

●

Akihisa
Horiuchi

Male

●

●
●

Auditor

Yukie Osaka

Independent
Officer

Female●●MikikoMorimoto

Independent
Officer

Female●●YoshiroMatsuzaki

Male●

Shin Takahashi

Male

●

Kei
Umebayashi

Independent
Officer

Male

HiroshiMatsumura

Independent
Officer

Male

●

●

●

●

●
●
●

●
●
●

●

●

- 12 -●●

<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
Based on the nomination criteria, the Nomination Committee shall fully deliberate on the appropriateness ofcandidates and the optimal composition of the Board of Directors, and then the Board of Directors shall adopt a
resolution with regard to the nomination.
2. Policy and procedure for the nomination of candidates for Auditor(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 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) Nomination procedure
Based on the nomination criteria, the Nomination Committee shall fully deliberate on the appropriateness ofcandidates and the optimal composition of the Board of Auditors, and then, after obtaining the consent of the Board
of Auditors, the Board of Directors shall adopt a resolution with regard to the nomination.

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<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>
In addition to the requirements for independent officers stipulated by the Tokyo Stock Exchange, an Outside Director or
Outside Auditor 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 executive Note (1) of the Company and its associated companies (hereinafter referred to as the “Group”) during thecurrent or past 10 fiscal years(ii) A major business partner of the Group Note (2) in the current or most recent fiscal year or an executive thereof(iii) A major business partner of the Group Note (3) in the current or most recent fiscal year 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
in the current fiscal year or the past 3 fiscal years or an executive thereof(v) An entity in which the Group owns at least 10% of the total of voting rights directly or indirectly in the current fiscal
year or the past 3 fiscal years or an executive thereof(vi) An individual belonging to an audit corporation that is the Accounting Auditor of the Group in the current fiscal yearor the past 3 fiscal years(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 property
Note (4) 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 subsidies Note (5) from the Group(ix) An individual from a company with which the Group has a mutual appointment relationship of officers Note (6)(x) Close relatives Note (8) of important individuals Note (7) executing the Group’s business or close relatives of nonexecutive directors in the current or most recent fiscal year(xi) A close relative of a person falling under any of (ii), (iii), (vii) or (viii) above
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.
(3) “Major business partner of the Group” means an entity which pays to the Group an amount exceeding 2% of theGroup’s consolidated sales or which provides loans to the Group in an amount exceeding 2% of the Group’s
consolidated total assets.
(4) “Large amount” as used in the context of “a large amount of monetary consideration or other property” means anamount exceeding ¥10 million per year in the case of an individual, or an amount exceeding 2% of the consolidated
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) “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 current fiscal year or the past 10 fiscal years) currently serves as an
officer or executive officer of a company, and the Company brings in the individual as an officer or executive officerof the Company from the company.
(7) “Important individuals” means an executive director, an operating officer, an executive officer, a manager or any other
employee in the office of senior management not lower than general manager.
(8) “Close relatives” means a spouse or relatives up to the second degree of kinship.

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