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 2, 2021
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 5TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 5th 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 strongly recommended to exercise your voting
rights prior to the meeting by postal mail or via the internet.
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:

Wednesday, June 23, 2021 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 5th
Fiscal Year (April 1, 2020 - March 31, 2021) 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 5th Fiscal Year (April
1, 2020 - March 31, 2021)
Matters to be resolved:
Proposal 1:
Election of 6 Directors
Proposal 2:
Election of 1 Auditor*Please note that no gift will be provided for attendees at the Ordinary General Meeting of Shareholders.

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

Election of 6 Directors

The terms of office of all 9 Directors will expire at the conclusion of this year’s Ordinary General Meetingof Shareholders. Accordingly, with the aim of achieving sustainable growth of the Company and enhancing its
corporate value over the medium to long term, the Company proposes the election of 6 Directors (including 2
Outside Directors) by reducing the number of Directors by 3, in order to strengthen governance by promoting
the segregation of duties between management and business execution, as well as to promote active discussions
at the Board of Directors meetings and further utilize knowledge and experience of outside parties by
increasing the percentage of independent and neutral Outside Directors.
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.

Current positions and responsibilities
in the Company

Name

Attendance at theBoard ofDirectors
meetings

1

Reelection

Isao Miyashita(Age: 53)

Representative Director
Chief Executive Officer

100%(13/13)2

Reelection

Ikurou Shibayama(Age: 65)

Representative Director
Executive Vice President(Processed Foods / Quality Assurance)

92.3%(12/13)100%(13/13)3

Reelection

Katsuhiro Ito(Age: 61)

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

4

New candidate

Takamasa Wakaki(Age: 52)

Senior Executive Officer(Group Meat Division)

5

Reelection

Aya Ito(Age: 48)

Outside Director
Independent Officer6

New candidate

Yukie Osaka(Age: 65)

Outside Director
Independent Officer-

100%(13/13)

Director--(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 2020.

Please refer to page 9 for “Policy on the nomination of candidates for Directors and Auditors” of the Company.
Please refer to page 9 for the Nomination Committee.

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No.

Name
(Date of birth)[Reelection]
Isao Miyashita(February 15, 1968)(Age: 53)
Term of office as
Director:
5 years and 3 months

1

2Career summary, position and responsibilities in the Company
and significant concurrent positions
April 1990
August 2002
June 2003
May 2006
May 2007
May 2008
May 2013
April 2016

Joined Mitsubishi Corporation
Director, Foodlink Corporation
Director, Japan Farm Co., Ltd.
Worked in Meat & Livestock Business Unit, Mitsubishi
Corporation
Operating Officer; General Manager of Corporate Strategy
Planning Office, Yonekyu Corporation
Director, Executive Operating Officer, Yonekyu Corporation
President & Chief Executive Officer, Yonekyu Corporation
Representative Director, Chief Executive Officer, the Company(current position)
Director, Itoham Foods Inc. (current position)
Director, Yonekyu Corporation (current position)

Number ofshares of theCompany held

91,030Attendance at theBoard of Directors
meetings
100% (13/13)[Reason for nomination as candidate for Director]
Mr. Isao Miyashita has a proven record in leading the entire Group as Representative Director and Chief Executive Officer,
including working to establish a post-integration business execution system and organizational structure, as well as promoting
efficient and flexible management. He is nominated as a candidate for Director in the belief that he will contribute to enhancing theGroup’s corporate value through performing his duties as a Director by capitalizing on his broad knowledge in the overallmanagement.
April 1978
Joined ITOHAM DAILY Inc.
March 2002
General Manager, Manufacturing Department, Tohoku Plant,
ITOHAM DAILY Inc.
March 2009
General Manager, Technology Department, Production Division,
Processed Foods Division, Itoham Foods Inc.
[Reelection]
April 2010
Executive Officer; Senior General Manager, Production
Division, Processed Foods Division, responsible for Purchasing
Ikurou Shibayama
Department / Central Research Institute, Itoham Foods Inc.
(January 20, 1956)
June 2010
Director, Executive Officer, Itoham Foods Inc.
(Age: 65)
March 2015
Senior General Manager, Processed Foods Division, Itoham
Foods Inc.
Term of office as
April 2015
Director, Managing Executive Officer, Itoham Foods Inc.
55,642
Director:
April 2016
Representative Director, Executive Vice President, the Company
5 years and 3 months(current position)
President / Representative Director, Itoham Foods Inc. (current
Attendance at theposition)
Board of Directors
Director,
Yonekyu Corporation (current position)
meetings
March2017
Responsible
for Corporate Social Responsibility / Quality
92.3% (12/13)
Assurance Departments, the Company
April 2018
Responsible for Quality Assurance (current position) / Group
Production / R&D, the Company
April 2021
Responsible for Processed Foods, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. Ikurou Shibayama has a proven record in strengthening the processed food business and quality assurance system of the Group.
He is nominated as a candidate for Director in the belief that he will contribute to enhancing the Group’s corporate value throughperforming 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 1982
July 2008

3

4

Number ofshares of theCompany held

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: 61)
April 2016
General Manager, Corporate Strategy & Planning Dept.,
Mitsubishi Corporation
Term of office as
20,508
April 2017
President & Managing Director, Mitsubishi Corporation (HongDirector:Kong) Ltd.
2 years
April 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% (13/13)
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. He is nominated as a
candidate for Director in the belief that he will contribute to enhancing the Group’s corporate value through performing his duties asa Director by capitalizing on his broad knowledge in the overall management and finance and accounting.
April 1992
Joined Mitsubishi Corporation[New candidate]
October 2011
Vice President, COFCO Meat Holdings Ltd.
Takamasa Wakaki
April 2016
General Manager, Meat Products Dept., Mitsubishi Corporation(August 15, 1968)
April 2020
In charge of Business Investment, CEO Office, Food Industry(Age: 52)
Group, Mitsubishi Corporation
April 2021
Senior Executive Officer, the Company (current position)
Term of office as
Responsible for Group Meat Division, the Company (current
Director:position)
Executive Director, Senior General Manager of Meat Division,
Itoham Foods Inc. (current position)
Attendance at theBoard of Directors
meetings[Reason for nomination as candidate for Director]
Mr. Takamasa Wakaki is nominated as a candidate for Director in the belief that he will contribute to enhancing the Group’s
corporate value through performing his duties as a Director by capitalizing on his wealth of experience and broad knowledge in thefood industry and working overseas, along with his expertise in the area of fresh meat business.

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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]

5

6

Aya Ito(May 24, 1973)(Age: 48)

April 2014

Term of office as
Director:
3 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 Transformation Department), 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)[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Aya Ito has been providing objective and professional advice and supervision to the Company based on her knowledge andwealth of experience she has gained through her duties and career as an expert in sustainability promotion. She also has attended
meetings of the Nomination Committee, Remuneration Committee and Governance Committee as a member and has actively
expressed her opinions. She is nominated as a candidate for Director in the belief that she will contribute to enhancing the Group’s
corporate value through continuing to fulfill her roles. She has never been involved in the management of a company except as an
outside officer. However, the Company judges she will appropriately fulfill her duties as an Outside Director based on the above
reasons.
April 1978
Joined Nihon Short-Wave Broadcasting Co., Ltd. (currently[New candidate]
NIKKEI RADIO BROADCASTING CORPORATION)[Outside Director][Independent Officer] September 1994
Tokyo Metropolitan Television Broadcasting Corporation
September 1997
Japan Satellite Broadcasting Inc. (currently WOWOW Inc.)
Yukie OsakaMay 2016
MEIKO NETWORK JAPAN CO., LTD.
(March 15, 1956)
November 2018
Director, MEIKO NETWORK JAPAN CO., LTD.
(Age: 65)
June 2020
Outside Director, SAKURA internet Inc. (current position)-

Term of office as
Director:-

Attendance at theBoard of Directors
meetings[Reasons for nomination as candidate for Outside Director and the outline of expected role]
Ms. Yukie Osaka has knowledge and wealth of experience that she has gained through her duties and career as a marketing
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 and Governance Committee. She is nominated as a candidate for Outside Director in the belief that she
will contribute to enhancing the Group’s corporate value through fulfilling her roles.
(Notes)1. There are no special interests between each candidate and the Company.
2. The Company has entered into an agreement with Ms. Aya Ito in accordance with the provisions in Article 427, Paragraph 1of 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.
In addition, the Company plans to enter into the same agreement with Ms. Yukie Osaka if her election is approved at thisOrdinary General Meeting of Shareholders.
3. If the election of each of the candidates is approved at this Ordinary General Meeting of Shareholders, the Company plans toenter into an indemnity agreement with each of them as provided for in Article 430-2, Paragraph 1 of the Companies Act. The

-5-

4.

said indemnity agreement sets forth that the Company will indemnify them against the expenses stipulated in Paragraph 1,
Item 1 of the said Article and losses stipulated in Item 2 of the said Paragraph, to the extent permitted by laws and regulations.
The Company has entered into a directors’ and officers’ liability insurance contract with an insurance company to cover any
damages that the insured may incur by assuming responsibility for the execution of their duties or receiving a claim related tothe pursuit of such responsibility. 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 renewed subject to the resolution of the Board of Directors prior to
the expiration of the term.

[Independent Officer]
Ms. Aya Ito is an Independent Officer as prescribed in the regulations of the Tokyo Stock Exchange. She 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 reappoint her as an
Independent Officer if her reelection is approved at this Ordinary General Meeting of Shareholders.
In addition, Ms. Yukie Osaka 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 her as an Independent Officer if her election is approved at this Ordinary General
Meeting of Shareholders.
Please refer to page 10 for the Independence Criteria for Outside Officers set by the Company.

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Proposal 2:

Election of 1 Auditor

Mr. Masaki Tsuchiya will resign as Auditor at the conclusion of this year’s Ordinary General Meeting of
Shareholders. Accordingly, the election of 1 new Auditor is proposed. The candidate is as follows:
The election of a 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 of Auditors has been obtained for this Proposal.
The candidates are as follows:Name

New candidate(Note)

Shin Takahashi

Current positions in the Company(Age: 60)-

Age of the candidate is as of this year’s Ordinary General Meeting of Shareholders.

Please refer to page 9 for “Policy on the nomination of candidates for Directors and Auditors” of the Company.
Please refer to page 9 for the Nomination Committee.
Name(Date of birth)[New candidate]
Shin Takahashi(July 25, 1960)(Age: 60)

Career summary, position in the Company
and significant concurrent positions
April 1984
April 2011
March 2015
April 2015
April 2016
April 2017

Term of office as
Auditor:-

April 2018
August 2020

Joined Itoham Foods Inc.
General Manager, Accounting Department, Itoham Foods Inc.
General Manager, Finance & Accounting Department, Itoham
Foods Inc.
Executive Officer, Itoham Foods Inc.
General Manager, Accounting & Finance Department, theCompany
Executive Officer, Headquarters management, Itoham Foods
Inc.
Senior Vice President (“riji”), the Company
Advisor, the Company (current position)

Number ofshares of theCompany held

12,000[Reason for nomination as candidate for Auditor]
Mr. Shin Takahashi has knowledge and wealth of experience in finance and accounting that he has gained through his duties andcareer as the person in charge of the accounting and finance 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 highlevel of perspective about the overall management.
(Notes)1. There are no special interests between Mr. Shin Takahashi and the Company.
2. If the election of Mr. Shin Takahashi is approved at this Ordinary General Meeting of Shareholders, the Company plans toenter 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.
3. If the election of Mr. Shin Takahashi is approved at this Ordinary General Meeting of Shareholders, the Company plans toenter into an indemnity agreement with him as provided for in Article 430-2, Paragraph 1 of the Companies Act. The said
indemnity agreement sets forth that the Company will indemnify him against the expenses stipulated in Paragraph 1, Item 1of the said Article and losses stipulated in Item 2 of the said Paragraph, to the extent permitted by laws and regulations.
4. The Company has entered into a directors’ and officers’ liability insurance contract with an insurance company to cover any
damages that the insured may incur by assuming responsibility for the execution of their duties or receiving a claim related tothe pursuit of such responsibility.
If the election of Mr. Shin Takahashi is approved at this Ordinary General Meeting of Shareholders, he will also 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.

-7-

[Reference]

Planned composition of Board of Auditors after appointment
Term of
Name

Positions in the Company

office as
Auditor:Current position

Yoshiro Matsuzaki(Age: 62)

Standing Auditor

1 yearNew candidate

Shin Takahashi(Age: 60)

Standing Auditor-

Current position

Ichiro Ichikawa(Age: 63)

Outside Auditor
Independent Officer

Auditor2 years

Current position

Kei Umebayashi(Age: 54)

Outside Auditor
Independent Officer

Auditor1 year(Notes) Age of each member are as of this year’s Ordinary General Meeting of Shareholders.

-8-<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.
Nomination Committee
The Company has established the Nomination Committee to ensure transparency and objectivity in the process ofdetermining candidates for Directors, Auditors and Executive Officers. The Nomination Committee consists of 3 members(including 2 Independent Outside Directors), and is engaged in deliberations on the following matters and provision ofadvice and recommendations to the Board of Directors, as an advisory body to the Board of Directors.
(1) Matters concerning the election and dismissal of Directors, Auditors and Executive Officers of the Company,
Itoham Foods Inc. and Yonekyu Corporation (hereinafter collectively referred to as the “Group”)(2) Matters concerning the establishment, amendment and abolition of basic policies, rules and procedures for theelection and dismissal of Directors, Auditors and Executive Officers of the Group(3) Other matters that the Nomination Committee deems necessary for the election of candidates for Directors andAuditors, and the dismissal of Directors and Auditors-9-<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.

- 10 -