[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9058
Date of issuance: May 31, 2024
Start date of measures for electronic provision: May 28, 2024
To our shareholders:
Yasuhiro Jinno
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya
NOTICE OF THE 67th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 67th Annual General Meeting of Shareholders of TRANCOM
CO., LTD. (the “Company”) on June 18, 2024, which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures forproviding information in electronic format. This information is posted on each of the following
websites, so please access either of those websites to confirm the information.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing(by postal mail) or by electromagnetic means such as via the internet, etc. Please review theReference Document for the General Meeting of Shareholders and exercise your voting rights
by no later than 5:30 p.m. on Monday, June 17, 2024 (JST).
The Company’s website:
https://www.trancom.co.jp/ir/stock/generalmeeting/ (in Japanese)
Website for informational materials for the general meeting of shareholders:
https://d.sokai.jp/9058/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show* Access the website by using the internet address shown above, enter “TRANCOM” in “Issue name (company
name)” or the Company’s securities code “9058” 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].”-1-

[Translation]

Meeting Details
1. Date and Time:

Tuesday, June 18, 2024 at 10:00 a.m. (Japan Standard Time)

2. Place:

15F Conference Room, Headquarters of the Company
19-30, 1-chome Aoi, Higashi-ku, Nagoya

3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of theConsolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee for the 67th Fiscal Year (from April 1, 2023 to March 31,2024)
2. Non-Consolidated Financial Statements for the 67th Fiscal Year (from April 1,
2023 to March 31, 2024)
Items to be resolved:
Appropriation of surplus
Proposal 1:
Amendments to the Articles of Incorporation
Proposal 2:
Election of six (6) Directors who are not Audit and Supervisory
Proposal 3:
Committee Members
Election of two (2) Directors who are Audit and Supervisory
Proposal 4:
Committee Members
Election of one (1) substitute Director who is an Audit andProposal 5:
Supervisory Committee Member-2-[Translation]

Reference Document for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
1.

Appropriation of surplus

Year-end dividend
To determine the amount of dividends payable at the end of the 67th fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 67th fiscal year. Accordingly, the Company proposes to pay dividends
as follows:(1)

Type of dividend assets:

Cash

(2)

Allocation of dividends to shareholders, and total amount
Per share of common stock:¥70
Total dividends:¥655,531,870
Since the interim dividend in the amount of 66 yen per share has been distributed, the annual dividend forthe current fiscal year would be 136 yen per share (dividend increase of 8 yen).

(3)2.

Effective date of dividends of surplus:

June 19, 2024

Other appropriation of surplus
Regarding matters relating to the other appropriation of surplus, the Company proposes thefollowing to prepare for investment to promote further business growth and other actions.
(1)

Item of surplus to be increased and amount of increase
General reserve:¥3,000,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥3,000,000,000-3-[Translation]

Proposal 2:
1.

Reasons for the proposal(1)

2.

Amendments to the Articles of Incorporation

For appropriate handling of the business areas of the Company and its subsidiaries, theCompany proposes to make amendments for change of the Purposes to Article 2(Purpose) of the Existing Articles of Incorporation. Note that amendments to (1) “motor
truck transportation business” and (2) “consigned freight forwarding business” will bemade in order to properly cover the scope of business operations consigned to theCompany in the transportation business. In addition, an amendment to (12) “Worker
dispatching business” is to respond to the fact that the distinction between the specified
worker dispatching business (registration system) and the general worker dispatchingbusiness (permission system) has been abolished and the whole worker dispatchingbusiness has become subject to the permission system.

Details of the proposed amendments
The details of the amendments are as follows.
(Underlined parts are amended.)
Proposed Amendments

Existing Articles of Incorporation(Purpose)
Article 2 (Text Omitted)(1) General motor truck transportation business under
the Motor Truck Transportation Business Act(2) First-class consigned freight forwarding businessand second-class consigned freight forwarding
business under the Consigned Freight Forwarding
Business Act(3)-(11) (Text Omitted)(12) General worker dispatching business andspecified worker dispatching business under the
Act on Securing the Proper Operation of Worker
Dispatching Businesses and Protecting
Dispatched Workers(12)-(19) (Text Omitted)(Purpose)
Article 2 (Not Amended)(1) Motor truck transportation business-4-(2) Consigned freight forwarding business(3)-(11) (Not Amended)(12) Worker dispatching business(12)-(19) (Not Amended)[Translation]

Proposal 3:

Election of six (6) Directors who are not Audit and Supervisory Committee
Members

The terms of office of all six (6) Directors who are not Audit and Supervisory Committee
Members will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes electing six (6) Directors who are not Audit and Supervisory
Committee Members, including two (2) Outside Directors.
Audit and Supervisory Committee determines that all candidates for Directors are wellqualified.
The candidates for Directors who are not Audit and Supervisory Committee Members are as
follows:No.

Name(Date of birth)

Masahisa Shimizu
73 years old(Jun. 23, 1950)
1

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Jul.

1976

Joined Aichi Kogata Unyu Co., Ltd. (currently AICOH.,
Ltd.)

Jun.

1989

Board Director of the Company

Jun.

1994

Executive Director

Apr.

2000

Senior Executive Director

Jun.

2005

President

Apr.

2016

Chairman

Apr.

2022

Board Director and Supreme Advisor (current position)

Reasons for Nomination as Director
Masahisa Shimizu has led the Company by demonstrating excellent
foresight and strong leadership and grown it into a unique logistics
company. The Company has nominated him as a candidate for Director,
because he can be expected to utilize his experience as a manager
cultivated thus far, and perform the duties such as decision-making inmanagement policy and corporate strategy, oversight of business operations
and proactive advocacy of corporate values to disseminate them within theGroup from an even wider perspective.

-5-

Number ofCompany
shares owned

30,600[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Jul.

1999

Joined the Company

Feb.

2003

Block Manager of Block I of Logistics Management
Group

Feb.

2010

Manager of Corporate Planning Group

Apr.

2014

Seconded to Transfreight China Logistics Ltd. (currently
TRANCOM CHINA LOGISTICS LTD.) as Deputy
General Manager

Nov.

2015

Manager of Overseas Business Group of the Company

Number ofCompany
shares owned

President of Transfreight China Logistics Ltd.

Atsunori Takebe
49 years old(Jul. 30, 1974)
2

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)

Apr.

2016

Jun.

2016

Feb.

2019

Oct.
Apr.

2019
2020

Feb.

2021

May

2021

Apr.
Jun.

2022
2023

Executive Officer in charge of Overseas Business of theCompany
Board Director and Executive Officer in charge ofOverseas Business
Board Director and Executive Officer in charge ofAutomotive Logistics and Overseas Business
Sergent Service ltd Chairman
Board Director and Senior Executive Officer in charge ofAutomotive Logistics and Overseas Business of theCompany
Board Director and Senior Executive Officer in charge ofCorporate Planning, Automotive Logistics and Overseas
Business
Representative Director of AICOH., Ltd. (current
position)
President
Chairman (current position)[Important Concurrent Positions]Representative Director of AICOH., Ltd.
Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has engaged in the promotionof the Logistics Management business, Corporate Planning, businessexpansion in overseas, etc. and has gained extensive experience and trackrecord. The Company has nominated him as a candidate for Director,
because, based on his abundant experience, he can be expected to performthe duties such as advocacy of management policy and corporate strategy
from medium to long term and wide perspectives on how the Group should
respond to the expected changes in the business environment.

-6-

179,200

[Translation]

No.

Name
(Date of birth)

Yasuhiro Jinno
53 years old(Mar. 8, 1971)
3

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Mar.
Jun.

1995
2005

Feb.

2012

Jun.

2014

Apr.

2016

Dec.

2016

Apr.
Oct.
Apr.

2017
2018
2020

Feb.

2021

Apr.

2023

Jun.

2023

Joined the Company
Executive Officer, General Manager of TransportationGroup
Executive Officer, controlling operation of Logistics
Management Group
Board Director and Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer, assisting
operations control
Board Director and Managing Executive Officer
Board Director and Senior Managing Executive Officer
President and Representative Director of TRANCOM
SC., LTD.
Board Director and Senior Managing Executive Officer
in charge of Business Operations and Sales of theCompany
Board Director and Executive Officer in charge ofBusiness Improvement and Public Relations
President (current position)

Reasons for Nomination as Director
Yasuhiro Jinno has engaged in all of the business operations including theTransportation business, Logistics Management business and Logistics
Information Service business since joining the Company and held positionsof responsibility. The Company has nominated him as a candidate for
Director, because he can be expected to lead the business transformationaccording to the times amid the changes in the environment of the industry
as President from a management perspective looking ahead to the medium
to long term based on his extensive business experience and track record.

-7-

Number ofCompany
shares owned

1,700[Translation]

No.

Name
(Date of birth)

Ryo Kambayashi
50 years old(Apr. 1, 1974)
4

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Mar.

1997

Joined the Company

Feb.

2012

General Manager of Logistics Information Service Group

Apr.

2014

Executive Officer, General Manager of Logistics
Information Service Group

Mar.

2016

President and Representative Director of TTS CO., LTD.
(current position)

Apr.

2018

Senior Executive Officer in charge of Logistics
Information Service of the Company

Apr.

2019

Managing Executive Officer in charge of Logistics
Information Service

Jun.

2019

Board Director and Managing Executive Officer incharge of Logistics Information Service

Feb.

2020

Board Director and Managing Executive Officer
responsible for Transport Division

Oct.

2020

Board Director and Senior Managing Executive Officer
responsible for Transport Division

Feb.

2022

Board Director and Senior Managing Executive Officer
responsible for Transport Division, and in charge of
Logistics Information Service and DX & ICT

Feb.

2023

Board Director and Senior Managing Executive Officer
in charge of Strategy Planning

Apr.

2023

Board Director and Executive Officer in charge ofStrategy Planning

Oct.

2023

Board Director and Executive Officer in charge ofBusiness Development (current position)[Important Concurrent Positions]
President and Representative Director of TTS CO., LTD.
Reasons for Nomination as Director
Ryo Kambayashi has engaged in the Logistics Information Service
business since joining the Company and has led its growth into one of thecore businesses of the Company. Utilizing this extensive businessexperience and knowledge, he formulated and implemented businessstrategies that quickly respond to changes in economic conditions and thebusiness environment as the person responsible for Business Development.
The Company has nominated him as a candidate for Director, because hecan be expected to continue promoting the Group’s business.

-8-

Number ofCompany
shares owned

1,200[Translation]

No.

Name
(Date of birth)

Kei Sato
59 years old(Jun. 1, 1965)

5

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
10/12 (83%)

Career summary, positions and areas of responsibility in the Company
Apr.

1988

Joined KOKUSAI SHOGYO publishing corp.

Dec.

1990

Joined THE NIKKAN KOGYO SHIMBUN, LTD.

Nov.

2003

Managing Director of Phoenix Capital Co., Ltd.

Feb.

2004

Director of Kinsho Store Co., Ltd.

May

2007

Representative Director of PARER Co., Ltd.

Aug.

2008

Director and Co-founder of KAJITAKU CO., LTD.

Jun.

2019

Outside Director of the Company (current position)

Jun.

2019

Nov.

2019

Outside Director of Life Network Co., Ltd. (current
position)
Joint Representative Director of COKIA Ltd. (current
position)[Important Concurrent Positions]
Outside Director of Life Network Co., Ltd.
Joint Representative Director of COKIA Ltd.
Reasons for Nomination as Outside Director and expected role
Kei Sato has engaged in business management in various fields, and has a
track record as a corporate manager accumulated over many years andexceptional insight concerning society, economic trends, etc. Utilizing this,he contributes to collaboration between Outside Directors, information
sharing and the enhancement of the functions of the Board of Directors
through the constructive exchange of opinions, etc. as Head of Independent
Outside Directors. The Company has nominated him as a candidate for
Outside Director, because he can be expected to continue utilizing his
experience, etc. to appropriately monitor and give effective advice
regarding the Company’s overall management.
Matters concerning Independence
The Company has no special relationship with the companies at which thecandidate holds important concurrent positions. In addition, he has beenregistered as an Independent Director prescribed by the Tokyo Stock
Exchange and Nagoya Stock Exchange, and if he is elected, the Company
will continue to appoint him as Independent Director.

-9-

Number ofCompany
shares owned–

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Apr.

1992

Joined Recruit From A Co., Ltd. (currently Recruit Co.,
Ltd.)

Oct.

2012

HR Research Organization, Recruit Holdings Co., Ltd.
(currently Recruit Co., Ltd.)
Corporate Management Office, Recruit Career Co., Ltd.
Corporate Management Office, Recruit Jobs Co., Ltd.

Apr.

2014

Head of Jobs Research Center

Oct.

2017

Concurrent position at Senior Assessment Services, Next
Generation Business Development Office, Recruit Co.,
Ltd.

Jun.

2020

Outside Director of The Yamaguchi Bank, Ltd. (current
position)

Apr.

2021

Recruit Co., Ltd.
HR Headquarters, Division Management Headquarters
Head of Jobs Research Center (current position)
Mid-Career Recruiting Division, HR Headquarters,
Division Management Headquarters
Social Solutions Design Department (current position)
Product Management Headquarters
Product Management Office
HR Product Management Office
Mid-Career Recruiting Product Management Unit
AP Product Management Group
Senior Assessment Team (current position)
Senior Analyst of HR Public Relations Office, Public
Relations Office, Policy Planning Office (current
position)
Research Office, Policy Planning Office (current
position)
Public Relations Office (current position)

Kuniko Usagawa
54 years old(Mar. 11, 1970)

6

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
12/12 (100%)

Jun.

2022

Outside Director of the Company (current position)[Important Concurrent Positions]
Head of Jobs Research Center, Recruit Co., Ltd.
Outside Director of The Yamaguchi Bank, Ltd.
Permanent Member of the Committee of ASSOCIATION OF JOBINFORMATION OF JAPAN
Academic committee member of “The Committee for Greater
Inclusiveness” of the Tokyo Chamber of Commerce and Industry
Reasons for Nomination as Outside Director and expected role
Kuniko Usagawa has long served in the field of human resources, being
engaged in a variety of tasks including sales, product planning, screening,and human resources, and has abundant specialized knowledge andexperience. In addition, she is engaged as a Permanent Member of theCommittee of ASSOCIATION OF JOB INFORMATION OF JAPAN, acommittee member for the Tokyo Chamber of Commerce and Industry andother committee members. The Company has nominated her as a candidate
for Outside Director because she can be expected to utilize this experience
to offer effective advice on the Company’s handling of recruitment andtraining of human resources. Although she has no experience in corporate
management other than as Outside Director, she can be expected toperform suitably the duties of Outside Director for the reasons statedabove.
Matters concerning Independence
The Company has no special relationship with the companies at which thecandidate holds important concurrent positions. In addition, she has beenregistered as an Independent Director prescribed by the Tokyo Stock
Exchange and Nagoya Stock Exchange, and if she is elected, the Company
will continue to appoint her as Independent Director.

- 10 -

Number ofCompany
shares owned–

[Translation](Notes) 1 There is no special interest between the candidates and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2024. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the General Meeting of Shareholders (see Page 19 of the items subject tomeasures for electronic provision). If each candidate is reelected, he or she will be included
as insured person in the policy.
3 Kei Sato and Kuniko Usagawa are candidates for Outside Director.
4 The Company has entered into an agreement with Kei Sato and Kuniko Usagawa to limit
their liability for damages as prescribed in Article 423, Paragraph 1 of the Companies Act
pursuant to Article 427, Paragraph 1 of the same law. The limited amount of liabilities fordamages under the Agreement was set as the higher of either two (2) million yen or theminimum amount stipulated by the provision of Article 425, Paragraph 1 of the Companies
Act. Upon the approval of the reelection of Kei Sato and Kuniko Usagawa, the Company
plans to continue the said agreement with them.
5 The term of office of Kei Sato as Outside Director will be five (5) years since his
appointment at the conclusion of this Annual General Meeting of Shareholders.
6 The term of office of Kuniko Usagawa as Outside Director will be two (2) year since her
appointment at the conclusion of this Annual General Meeting of Shareholders.
7 Kuniko Usagawa’s name in her family registry is Kuniko Takahashi.

- 11 -

[Translation]

Proposal 4:

Election of two (2) Directors who are Audit and Supervisory Committee
Members

The terms of office of Directors who are Audit and Supervisory Committee Members Kazuo
Kawamura and Masayuki Nakano will expire at the conclusion of this Annual General Meetingof Shareholders. Therefore, the Company proposes electing two (2) Directors who are Audit andSupervisory Committee Members.
Additionally, the submission of this proposal has been approved by the Audit and Supervisory
Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as
follows:No.

Name(Date of birth)

Kazuo Kawamura
71 years old(Feb. 13, 1953)

Career summary, positions and areas of responsibility in the Company
Apr.

1978

Registered as a lawyer (Nagoya Bar Association)

Apr.

1983

President of Kawamura Law Office (current position)

Jun.

2012

Outside Director of the Company

Jun.

2016

Outside Director and Audit and Supervisory Committee
Member (current position)

Number ofCompany
shares owned[Important Concurrent Positions]
President of Kawamura Law Office

Reasons for Nomination as Outside Director and expected role
Kazuo Kawamura has professional knowledge and abundant experience asa lawyer and has been helping to improve management governance by
actively offering comments and advice from a legal perspective. The
Company has nominated him as a candidate for Outside Director who is an
Attendance at the
Audit and Supervisory Committee Member, because he can be expected to
Board of Directors
continue utilizing his experience to supervise overall management and givemeetings
effective advice. Although he has no experience in corporate management
12/12 (100%)other than as Outside Director or as Outside Audit & Supervisory Board
Member, he can be expected to continue to perform the duties of Outside
Attendance at the Audit Director who is an Audit and Supervisory Committee Member for theand Supervisory
reasons stated above.
Committee
Matters concerning Independence
12/12 (100%)
The Company has no special relationship with the company at which thecandidate holds important concurrent position. In addition, he has beenregistered as an Independent Director prescribed by the Tokyo Stock
Exchange and Nagoya Stock Exchange, and if he is elected, the Company
will continue to appoint him as Independent Director.
Reelection
Outside Director
Independent

1- 12 -–

[Translation]

No.

Name
(Date of birth)

Masayuki Nakano
69 years old(Oct. 6, 1954)
Reelection
Outside Director
Independent
2

Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Apr.

1979

Joined the Ministry of Labour

Jan.

2001

Director of Inspection Division, Labour Standards
Bureau, Ministry of Health, Labour and Welfare

Aug.

2007

Deputy Director-General, Minister’s Secretariat, Ministryof Finance

Aug.

2009

Director-General (of Labour), Ministry of Health, Labourand Welfare

Sep.

2012

Director-General of Labour Standards Bureau, Ministryof Health, Labour and Welfare

Jul.

2014

Retired from Ministry of Health, Labour and Welfare

Nov.

2016

Outside Director of HITO-Communications Inc. (until
November 2018)

Dec.

2019

Registered as a lawyer
Joined IWATA GODO
(current position)

Nov.

2020

Outside Audit & Supervisory Board Member of HITOCommunications Inc. (current position)

Jun.

2022

Outside Director and Audit and Supervisory Committee
Member of the Company (current position)

Number ofCompany
shares owned[Important Concurrent Positions]
Belonging to IWATA GODO
Outside Audit & Supervisory Board Member of HITO-Communications
Inc.

Reasons for Nomination as Outside Director and expected role
Attendance at the Audit Masayuki Nakano has experience being engaged in labor administration at
the Ministry of Health, Labour and Welfare for many years as well as
and Supervisory
professional knowledge and abundant experience as a lawyer. The
Committee
Company has nominated him as a candidate for Outside Director who is an
12/12 (100%)
Audit and Supervisory Committee Member, with the expectation that his
advice and suggestions will ensure the validity of decision-making by the
Board of Directors based on his insight concerning the government andlegal affairs. Although he has no experience in corporate management otherthan as Outside Director or as Outside Audit & Supervisory Board
Member, he can be expected to continue to perform the duties of Outside
Director who is an Audit and Supervisory Committee Member for thereasons stated above.
Matters concerning Independence
The Company has no special relationship with the companies at which thecandidate holds important concurrent positions. In addition, he has beenregistered as an Independent Director prescribed by the Tokyo Stock
Exchange and Nagoya Stock Exchange, and if he is elected, the Company
will continue to appoint him as Independent Director.

(Notes) 1 There is no special interest between the candidates and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2024. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the General Meeting of Shareholders (see Page 19 of the items subject tomeasures for electronic provision). If Kazuo Kawamura and Masayuki Nakano are reelected,
they will be included as insured person in the policy.
3 Kazuo Kawamura and Masayuki Nakano are candidates for Outside Director.
4 The Company has entered into an agreement with Kazuo Kawamura and Masayuki Nakano
to limit their liability for damages as prescribed in Article 423, Paragraph 1 of the Companies
Act pursuant to Article 427, Paragraph 1 of the same law. The limited amount of liabilities fordamages under the Agreement was set as the higher of either two (2) million yen or the- 13 -–

[Translation]

minimum amount stipulated by the provision of Article 425, Paragraph 1 of the Companies
Act. Upon the approval of the reelection of them, the Company plans to continue the said
agreement with them.
5 The term of office of Kazuo Kawamura as Outside Director who is an Audit and Supervisory
Committee Member will be eight (8) years since his appointment at the conclusion of thisAnnual General Meeting of Shareholders.
6 The term of office of Masayuki Nakano as Outside Director, who is an Audit and Supervisory
Committee Member, will be two (2) years since his appointment at the conclusion of thisAnnual General Meeting of Shareholders.

- 14 -

[Translation]

Proposal 5:

Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member

The election of one (1) substitute Director who is an Audit and Supervisory Committee Member
is requested should the number of Directors who are Audit and Supervisory Committee fall
below the number required by laws and regulations.
The validity of the election on this proposal can be nullified by resolution of the Board of
Directors if the consent of the Audit and Supervisory Committee has been obtained; provided,
however, that it is only at a time before assuming office.
The submission of this proposal has been approved by the Audit and Supervisory Committee.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is asfollows:
Name(Date of birth)

Career summary, positions and areas of responsibility in the Company
Apr.

Takuro Takeo
50 years old(Feb. 10, 1974)
Outside Director
Independent

1996

Joined MORINAGA MILK INDUSTRY CO., LTD.

Dec.

2006

Joined PricewaterhouseCoopers Aarata

Jul.

2010

Registered as a certified public accountant

Oct.

2015

Established Takeo Certified Public Accountant Office,Director (current position)

Jul.

2016

Established CTS Audit Corporation, Senior Partner (current
position)

Jun.

2017

Outside Audit & Supervisory Board Member of kaihan co.,Ltd. (current position)

Jul.

2021

Outside Audit & Supervisory Board Member of HIKARI
Holdings Co., Ltd. (current position)

Number ofCompany
shares owned[Important Concurrent Positions]
Director of Takeo Certified Public Accountant OfficeSenior Partner of CTS Audit Corporation
Outside Audit & Supervisory Board Member of kaihan co., Ltd.
Outside Audit & Supervisory Board Member of HIKARI Holdings Co., Ltd.
Reasons for Nomination as Outside Director and expected role
Takuro Takeo has abundant experience in business companies and professional
knowledge as a certified public accountant. The Company has nominated him as a
candidate for Outside Director who is an Audit and Supervisory Committee
Member, because he can be expected to utilize his experience and knowledge toprovide advice and suggestions that will ensure the validity and legality ofdecision-making by the Board of Directors. Although he has no experience incorporate management other than as Outside Director or as Outside Audit &Supervisory Board Member, he can be expected to continue to perform the duties
of Outside Director who is an Audit and Supervisory Committee Member for thereasons stated above.
Matters concerning Independence
The Company has no special relationship with the companies at which thecandidate holds important concurrent positions. In addition, he has been registeredas an Independent Director prescribed by the Tokyo Stock Exchange and Nagoya
Stock Exchange, and if he is elected, the Company will continue to appoint him as
Independent Director.

(Notes) 1 There is no special interest between the candidate and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2024. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the General Meeting of Shareholders (see Page 19 of the items subject tomeasures for electronic provision). If Takuro Takeo is reelected, he will be included as aninsured person in the policy.

- 15 -

100

[Translation]

3 Takuro Takeo is a candidate for Outside Director.
4 If Takuro Takeo assumes the office of Director who is an Audit and Supervisory Committee
Member, the Company plans to enter into an agreement with him to limit their liability fordamages as prescribed in Article 423, Paragraph 1 of the Companies Act pursuant to Article
427, Paragraph 1 of the same law. The limited amount of liabilities for damages under the
Agreement was set as the higher of either two (2) million yen or the minimum amountstipulated by the provision of Article 425, Paragraph 1 of the Companies Act. Upon theapproval of the reelection of him, the Company plans to continue the said agreement withhim.

- 16 -

[Translation](Reference)

Composition of Directors after the proposals are approved (Management structure from
June 18, 2024 onward)
Skills the Company particularly expects of Directors

Attribute

Positions

Masahisa
Shimizu

Board Director andSupreme Advisor

Male

●

Atsunori
TakebeChairmanMale●

Yasuhiro
Jinno

President

Male

●

Male

●

Ryo
Board Director andKambayashi Executive Officer

GenderCorporate
management /Management
strategies

Name

Kei Sato

Outside Director

OutsideIndependent

Male

KunikoUsagawa

Outside Director

OutsideIndependent

FemaleOutside Director and
Audit and
Eiji Shibuya
Supervisory
Committee Member

OutsideIndependent

Male

Kazuo
Kawamura

Outside Director and
Audit andSupervisory
Committee Member

OutsideIndependent

Male

MasayukiNakanoOutside Director and
Audit andSupervisory
Committee Member

OutsideIndependent

Male

Name

ICT / DX

Human resources /Human resources
development●●

Skills the Company particularly expects of Directors
Legal affairs /Finance /ESG /Regulatory
Accounting
Sustainability
complianceNomination
Committee

Compensation
Committee

●

●

●

●

Masahisa
Shimizu
Atsunori Takebe
Yasuhiro Jinno
Ryo
Kambayashi
Kei Sato●

KunikoUsagawa
Eiji Shibuya
Kazuo
Kawamura
MasayukiNakano●●●- 17 -●●(Chairperson)(Chairperson)

[Translation]

Appointment Policy and Procedures for Candidates for Director
Appointment Policy for Candidates for Director
The Company believes that the Board of Directors should be composed of various Directors withdifferent backgrounds such as expertise and experience, and maintain an appropriate number of members
so that the functions of the Board of Directors can be most effectively and efficiently exercised. The
Company has selected as candidates individuals who have excellent personality and insight and who canfulfill their duties.
○Directors who are not Audit and Supervisory Committee Members
The Company believes that it is necessary for Internal Directors to be persons with a sense of balance anddecisiveness who can grasp and act on all operations, and who have diverse expertise (business, planning,finance, global, etc.). Specifically, the President who chairs the Board of Directors and has the ultimate
responsibility for the business execution and Executive Officers responsible for the management andbusiness of the Company overall are appointed.
Outside Directors are appointed from independent outside experts who possess high insights on corporate
management and social/economic trends, abundant experience, diverse perspectives and expertise (soundrestraining influence).
○Directors who are Audit and Supervisory Committee Members
The Company appoints Outside Directors from outside independent experts who have abundant
experience and high insight and expertise (sound restraining influence) in their specialized fields, andselects at least one individual who has sufficient knowledge about finance and accounting.
Appointment Procedures for Candidates for Director○Directors who are not Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based on a report from the Nomination Committee, the Board of Directors determines candidates for
Director.
○Directors who are Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based on a report from the Nomination Committee and with the agreement of the Audit andSupervisory Committee Members, the Board of Directors determines candidates for Director.
The criteria for judging independence determined by the Company are described in the “Corporate
Governance Report.”- 18 -

[Translation]

Overview of Details of the Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as prescribed in Article
430-3, Paragraph 1 of the Companies Act with an insurance company, under which all of the Directors,
Audit & Supervisory Board Members and Executive Officers, as well as certain employees such as
managers, of the Company and all of its subsidiaries are the insureds.
An overview of the policy details is as follows:• This policy covers losses and such costs as related litigation expenses borne by insured persons
resulting from company lawsuits, third-party lawsuits, and shareholder lawsuits, etc.
• As a measure to prevent impairment of the appropriateness of execution of the insureds’ duties, thepolicy has exemptions regarding damages, etc. caused by criminal action by the insureds.
• The entire amount of the premiums of the policy is borne by the Company.

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