[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
May 31, 2022
To our shareholders:
Atsunori Takebe
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya

NOTICE OF THE 65th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 65th Annual General Meeting of Shareholders of TRANCOM
CO., LTD. (the “Company”) on June 16, 2022, which will be held as described below.

Meeting Details
1. Date and Time:Thursday, June 16, 2022 at 10:00 a.m. (Japan Standard Time)

2. Place:

4F Conference Room, Mazak Art Plaza
19-30, 1-chome Aoi, Higashi-ku, Nagoya* There is a possibility that this venue will not be able to be used
due to the impact of the novel coronavirus disease (COVID-19).
In this case, the Company will make an announcement on its
website (https://www.trancom.co.jp/ir/).

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 65th Fiscal Year (from April 1, 2021 to March 31,2022)
2. Non-Consolidated Financial Statements for the 65th Fiscal Year (from April 1,
2021 to March 31, 2022)
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-1-[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 65th fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 65th 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:¥64
Total dividends:¥632,416,576
Since the interim dividend in the amount of 62 yen per share has been distributed, the annual dividend forthe current fiscal year would be 126 yen per share (dividend increase of 11 yen).

(3)2.

Effective date of dividends of surplus:

June 17, 2022

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: ¥3,000,000,000-2-[Translation]

Proposal 2:
1.

Amendments to the Articles of Incorporation

Reasons for the proposal(1)

To prepare for future business development and expansion of business fields for theCompany and its subsidiaries, items will be added to Article 2 (Purpose) of the existing
Articles of Incorporation, and item numbering will be adjusted to account for the
additions. The Company proposes to add item (9) “Manufacture and sale ofpharmaceuticals, quasi-drugs, medical devices and cosmetics” to Article 2 of the
proposed amendments in order to expand the scope of businesses that can be entrusted
to the warehousing business. In addition, the Company proposes to add item (10) “Saleand storage of gasoline, petroleum products, etc.” to Article 2 of the proposed
amendments in order to support the supply of fuel to logistics partner companies.

(2)

Since the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.
70 of 2019) are to be enforced on September 1, 2022, the Company proposes to makethe following changes to its Articles of Incorporation in preparation for the introductionof the system for providing informational materials for the general meeting ofshareholders in electronic format.

(i)

Since it is obligatory to stipulate in the Articles of Incorporation that measures will betaken to provide in electronic format information that constitutes content of thereference document for the general meeting of shareholders, etc., the Article 16(Measures, etc. for Providing Information in Electronic Format), Paragraph 1 of the
proposed amendments will be newly added to the Articles of Incorporation.

(ii)

The proposed Article 16 (Measures, etc. for Providing Information in Electronic
Format), Paragraph 2 will be newly added to limit the scope of the items for whichelectronic provision measures are taken for information contained in the reference
document for the general meeting of shareholders, etc. and that shall be stated in thepaper-based documents to be delivered to shareholders who requested the delivery of
paper-based documents to those items designated by the Ministry of Justice Order.

(iii) If the system for providing informational materials for the general meeting ofshareholders in electronic format is introduced, the provision of Article 16 of theexisting Articles of Incorporation (Internet Disclosure and Deemed Provision ofReference Document for the General Meeting of Shareholders, Etc.) will no longer berequired. Therefore, it will be deleted.
(iv) Accompanying the aforementioned addition and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established. The
supplementary provisions will be deleted after the effective dates have elapsed.
2.

Details of the proposed amendments
The details of the amendments are as follows.

Existing Articles of Incorporation
Article 2 (Purpose)(Text Omitted)(1) to (8)(Text Omitted)(Newly Added)(Newly Added)(Underlined parts are amended.)
Proposed Amendments
Article 2 (Purpose)(Not Amended)(1) to (8)(Not Amended)(9) Manufacture and sale of pharmaceuticals, quasidrugs, medical devices and cosmetics(10) Sale and storage of gasoline, petroleum
products, etc.

-3-

[Translation]

Existing Articles of Incorporation

Proposed Amendments(9) to (17)(Text Omitted)(11) to (19)(Not Amended)
Article 16 (Internet Disclosure and Deemed Provision(Deleted)of Reference Document for the General
Meeting of Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference document for thegeneral meeting of shareholders, business report, nonconsolidated financial statements and consolidated
financial statements through the internet in accordancewith the provisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly Added)
Article 16 (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meetingof shareholders, it shall take measures, etc. forproviding information that constitutes the content
of reference document for the general meeting ofshareholders, etc. in electronic format.
2. Among items for which the measures forproviding information in electronic format will betaken, the Company is not required to state all orsome of those items designated by the Ministry ofJustice Order in the paper-based documents to bedelivered to shareholders who requested thedelivery of paper-based documents by the record
date of voting rights.

(Newly Added)(Supplementary Provisions)
Article 2 (Transitional Measures for Providing
Informational Materials for the General
Meeting of Shareholders in Electronic
Format)1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Document for the
General Meeting of Shareholders, Etc.) from theexisting Articles of Incorporation and addition of
Article 16 (Measures, etc. for Providing
Information in Electronic Format) shall take effecton September 1, 2022, which is the date ofenforcement of the revised provisions provided
for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Document for the General
Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting ofshareholders held on a date within six (6) months
from the Date of Enforcement.

-4-

[Translation]

Existing Articles of Incorporation

Proposed Amendments
3.

-5-

These Supplementary Provisions shall be deleted
on the date when six (6) months have elapsed
from the Date of Enforcement or three (3) months
have elapsed from the date of the general meetingof shareholders in the preceding paragraph,
whichever is later.

[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. In
addition, Director Aiko Kanayama retired from office due to resignation on February 25, 2022.
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
71 years old(Jun. 23, 1950)
1

Reelection
Attendance at theBoard of Directors
meetings
13/13 (100%)Career summary, positions and areas of responsibility in the Company
Jul.

1976

Jun.
Jun.

1989
1994

Joined Aichi Kogata Unyu Co., Ltd. (currently AICOH.,
Ltd.)
Board Director of the Company
Executive Director

Apr.
Jun.
Apr.
Apr.

2000
2005
2016
2022

Senior Executive Director
President
Chairman
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. On the basis of his track record, he exercised management
leadership as Representative Director. The Company has nominated him asa candidate for Director, because he can be expected to utilize his
experience as a manager cultivated thus far, and perform the duties such asdecision-making in management policy and corporate strategy, oversight ofbusiness operations and proactive advocacy of corporate values todisseminate them within the Group from an even wider perspective.

-6-

Number ofCompany
shares owned

30,600[Translation]

No.

Name
(Date of birth)

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

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

Reelection
Attendance at theBoard of Directors
meetings
13/13 (100%)

Joined the Company
Block Manager of Block I of Logistics Management
Group
Feb. 2010
Manager of Corporate Planning Group
Nov. 2015
President of Transfreight China Logistics Ltd. (currently
TRANCOM CHINA LOGISTICS LTD.)
Apr. 2016
Executive Officer in charge of Overseas Business of theCompany
Jun. 2016
Board Director and Executive Officer in charge ofOverseas BusinessFeb. 2019
Board Director and Executive Officer in charge ofAutomotive Logistics and Overseas Business
Apr. 2020
Board Director and Senior Executive Officer in charge ofAutomotive Logistics and Overseas BusinessFeb. 2021
Board Director and Senior Executive Officer in charge ofCorporate Planning, Automotive Logistics and Overseas
Business
May 2021
Representative Director of AICOH., Ltd. (current
position)
Apr. 2022
President and Representative Director of the Company(current position)[Important Concurrent Positions]Representative Director of AICOH., Ltd.

Number ofCompany
shares owned

1999
2003

Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has engaged in the Logistics
Management business, Corporate Planning, business expansion inoverseas, the promotion of the automotive logistics business, etc. and has
gained extensive experience. On the basis of his track record, he haspromoted the rebuilding of the foundation for growth by developing
ESG/SDGs management in addition to expanding new transport anddelivery areas that combine ideas and technology. Moreover, as President,
he led the medium-term management plan “TRANCOM VISION 2025”
and pushed ahead efforts for its realization. The Company has nominatedhim as a candidate for Director, because he can be expected to continue
utilizing his broad business experience and knowledge for management.

-7-

76,900[Translation]

No.

Name
(Date of birth)

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

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

Reelection
Attendance at theBoard of Directors
meetings
13/13 (100%)

Joined the Company
Executive Officer, General Manager of Transportation
Group
Feb. 2012
Executive Officer, controlling operation of Logistics
Management Group
Jun. 2014
Board Director and Executive Officer in charge of
Logistics Management
Apr. 2016
Board Director and Senior Executive Officer in charge of
Logistics Management
Dec. 2016
Board Director and Senior Executive Officer, assisting
operations control
Apr. 2017
Board Director and Managing Executive Officer
Oct. 2018
Board Director and Senior Managing Executive Officer
Apr. 2020
President and Representative Director of TRANCOM
SC., LTD.
Feb. 2021
Board Director and Senior Managing Executive Officer
in charge of Business Operations and Sales of theCompany (current position)
Reasons for Nomination as Director
Yasuhiro Jinno has engaged in the Transportation business and Logistics
Management business since joining the Company and held positions ofresponsibility in diverse business areas. On the basis of his extensive
business experience and track record, he has formulated and implemented
business strategy from a management perspective looking to the medium tolong term. The Company has nominated him as a candidate for Director,
because he can be expected to continue promoting the Company’sbusiness.

Number ofCompany
shares owned

1995
2005

-8-

1,600

[Translation]

No.

Name
(Date of birth)

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

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

Reelection
Attendance at theBoard of Directors
meetings
13/13 (100%)

Joined the Company
General Manager of Logistics Information Service Group
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 DivisionFeb. 2022
Board Director and Senior Managing Executive Officer
responsible for Transport Division, and in charge of
Logistics Information Service and DX & ICT (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 businessstrategy that quickly responds to changes in economic conditions and thebusiness environment as the person responsible for the Transport Division.
Furthermore, he utilizes his knowledge related to DX and ICT, and is incharge of the promotion of DX & ICT for the Company. The Company has
nominated him as a candidate for Director, because he can be expected tocontinue promoting the Company’s business.

Number ofCompany
shares owned

1997
2012
2014

-9-

1,200

[Translation]

No.

Name
(Date of birth)

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

5

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
13/13 (100%)Career summary, positions and areas of responsibility in the Company
Apr.
Dec.
Nov.

1988
1990
2003

Joined KOKUSAI SHOGYO publishing corp.
Joined THE NIKKAN KOGYO SHIMBUN, LTD.
Managing Director of Phoenix Capital Co., Ltd.

Feb.
May
Aug.

2004
2007
2008

Director of Kinsho Store Co., Ltd.
Representative Director of PARER Co., Ltd.
Director and Co-founder of KAJITAKU CO., LTD.

Jun.
Jun.

2019
2019

Number ofCompany
shares owned

Outside Director of the Company (current position)
Outside Director of Life Network Co., Ltd. (current
position)
Nov. 2019
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 actively offers comments and advice in order to increase thetransparency and fairness of management as Chairperson of theNomination Committee and the Remuneration Committee. Furthermore, hecontributes 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 Life Network Co., Ltd. or
COKIA Ltd., at both of which Kei Sato concurrently serves as a director.
He has been in an agreement for an advisory contract with the Company
regarding sales activities since February 2016, but the compensation wasless than five million yen, and the advisory contract was terminated in May
2019. Therefore, we believe that this does not affect his independence. In
addition, he has been registered as an Independent Director prescribed by
the Tokyo Stock Exchange and Nagoya Stock Exchange, and if he iselected, the Company will continue to appoint him as Independent
Director.

- 10 -–

[Translation]

No.

Name
(Date of birth)

Kuniko Usagawa
52 years old(Mar. 10, 1970)
6
New candidate
Outside Director
Independent

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

1992

Oct.

2012

Apr.

2014

Oct.

2017

Number ofCompany
shares owned

Joined Recruit From A Co., Ltd. (currently Recruit Co.,Ltd.)
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.
Head of Jobs Research Center

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 Recruting Division, HR Headquarters,
Division Management Headquarters
Social Solutions Design Department (current position)
Product Management Headquarters
Product Management Office
HR Product Management Office
Mid-Career Recruting 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)[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
Kuniko Usagawa fulfills the conditions for registration as Independent
Director pursuant to the provisions of the Tokyo Stock Exchange andNagoya Stock Exchange. If she is elected, the Company will appoint her 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 prescribed- 11 -–

[Translation]

in Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2022. 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 20). If each candidate isreelected or elected, 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 to limit his 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 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. In addition, upon the approval of the election of Kuniko Usagawa, the Company plansto enter into an agreement to limit her liability with the same details.
5 The term of office of Kei Sato as Outside Director will be three (3) years since his
appointment at the conclusion of this Annual General Meeting of Shareholders.

- 12 -

[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 Hisatoshi
Nagamine, Kazuo Kawamura and Yasuhisa Hayakawa will expire at the conclusion of thisAnnual General Meeting of Shareholders. Therefore, the Company proposes reducing thenumber of Directors who are Audit and Supervisory Committee Members by one (1) to three (3)and electing two (2) Directors who are Audit and Supervisory 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
69 years old(Feb. 13, 1953)

Career summary, positions and areas of responsibility in the Company
Apr. 1978
Apr. 1983

Registered as a lawyer (Nagoya Bar Association)

Jun.

2012

Outside Audit & Supervisory Board Member of theCompany

Jun.

2016

Number ofCompany
shares owned

President of Kawamura Law Office (current position)

Outside Director and Audit and Supervisory Committee
Member (current position)[Important Concurrent Positions]
President of Kawamura Law Office

Reasons for Nomination as Outside Director and expected roles
Kazuo Kawamura has professional knowledge and abundant experience as alawyer 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
12/13 (92%)
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
Director who is an Audit and Supervisory Committee Member for the
Audit and Supervisory reasons stated above.
Committee
Matters concerning Independence
14/14 (100%)
The Company has no special relationship with Kawamura Law Office, of
which Kazuo Kawamura is President. The Company has registered
Kawamura as Independent Directors, pursuant to the provisions of theTokyo Stock Exchange and Nagoya Stock Exchange, with the saidexchanges. If Kawamura is elected, the Company will continue to appoint
him as Independent Director.
Reelection
Outside Director
Independent

1- 13 -–

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company

Number ofCompany
shares owned

Apr. 1979
Jan. 2001

Masayuki Nakano
67 years old(Oct. 6, 1954)
2
New candidate
Outside Director
Independent

Joined the Ministry of Labor
Director of Inspection Division, Labor Standards Bureau,
Ministry of Health, Labour and Welfare
Aug. 2007
Deputy Director-General, Minister’s Secretariat, Ministryof FinanceAug. 2009
Director-General (for Labor), Ministry of Health, Labourand Welfare
Sep. 2012
Director-General of Labor Standards Bureau, Ministry of
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)[Important Concurrent Positions]
Belonging to IWATA GODO
Outside Audit & Supervisory Board Member of HITO-Communications
Inc.
Reasons for Nomination as Outside Director and expected roles
Masayuki Nakano has experience being engaged in labor administration at
the Ministry of Health, Labour and Welfare for many years as well as
professional knowledge and experience as a lawyer. The Company has
nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member, with the expectation that his advice andsuggestions will ensure the validity and legality 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 Outside Audit & Supervisory Board Member, hecan be expected to perform suitably the duties of Outside Director who is an
Audit and Supervisory Committee Member for the reasons stated above.
Matters concerning Independence
Masayuki Nakano fulfills the conditions for registration as Independent
Director pursuant to the provisions of the Tokyo Stock Exchange andNagoya Stock Exchange. If he is elected, the Company will 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 2022. 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 20). If Kazuo Kawamura andMasayuki Nakano are elected, they will be included as insured persons 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 to limit his 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. In addition, upon the approval of the election of Masayuki Nakano, the Company plansto enter into an agreement to limit his liability with the same details.
5 The term of office of Kazuo Kawamura as Outside Director who is an Audit and Supervisory
Committee Member will be six (6) years since his appointment at the conclusion of this- 14 -–

[Translation]

Annual General Meeting of Shareholders.

- 15 -

[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 isrequested should the number of Directors who are Audit and Supervisory Committee members 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 beenobtained; 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 as follows:
Name(Date of birth)

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

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

1996
2006

Jul.
Oct.

2010
2015

Number ofCompany
shares owned

Joined MORINAGA MILK INDUSTRY CO., LTD.
Joined PricewaterhouseCoopers Aarata

Registered as a certified public accountant
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)
Apr. 2021
Outside Audit & Supervisory Board Member of HIKARI
Holdings Co., Ltd. (current position)[Important Concurrent Positions]
Director of Takeo Certified Public Accountant OfficeSenior Partner of CTS Audit Corporation
Audit & Supervisory Board Member of kaihan co., Ltd.
Audit & Supervisory Board Member of HIKARI Holdings Co., Ltd.
Reasons for Nomination as Outside Director and expected roles
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 Audit & Supervisory Board
Member, he can be expected to perform suitably the duties of Outside Director
who is an Audit and Supervisory Committee Member for the reasons statedabove.
Matters concerning Independence
Takuro Takeo fulfills the conditions for registration as Independent Director
pursuant to the provisions of the Tokyo Stock Exchange and Nagoya Stock
Exchange. If he assumes the office of Director who is an Audit and Supervisory
Committee Member, the Company will 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 2022. 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 20). If Takuro Takeo is elected
and assumes office, he will be included as insured persons in the policy.
3 Takuro Takeo is a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member
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 his liability fordamages as prescribed in Article 423, Paragraph 1 of the Companies Act pursuant to Article- 16 -

100

[Translation]

427, Paragraph 1 of the same law. The limited amount of liabilities for damages under the
Agreement shall be 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.

- 17 -

[Translation](Reference)

Composition of Directors after the proposals are approved (Management structure from
June 16, 2022 onward)
Skills the Company particularly expects of Directors

Positions

Masahisa
Shimizu
Atsunori
TakebeBoard Director andSupreme Advisor

Male

●

President

Male●

Board Director andSenior Managing
Executive Officer

Male

●

Board Director andRyo
Senior Managing
Kambayashi
Executive Officer

Male

●

Yasuhiro
Jinno

Attribute

GenderCorporate
management /Management
strategies

Name

Kei Sato

Outside Director

OutsideIndependent

Male

KunikoUsagawa

Outside Director

OutsideIndependent

FemaleOutsideIndependent

Male

OutsideIndependent

Male

OutsideIndependent

Male

Outside Director and
Audit and
Eiji Shibuya
Supervisory
Committee Member
Outside Director and
Audit andKazuo
Kawamura Supervisory
Committee Member
MasayukiNakanoOutside Director and
Audit andSupervisory
Committee Member

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●●●(Chairperson)●(Chairperson)●●

Masahisa
Shimizu
Atsunori Takebe
Yasuhiro Jinno
Ryo
Kambayashi●

Kei Sato
KunikoUsagawa
Eiji Shibuya
Kazuo
Kawamura
MasayukiNakano●●●- 18 -

[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, executive officers responsible for the management and businessof the Company overall, and executive officers in charge of corporate functions 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 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.”- 19 -

[Translation]

Overview of Details of the Directors and Officers Liability Insurance Policy
The Company has entered a directors and officers liability insurance policy as prescribed in Article 430-3of the Companies Act with an insurance company, under which all of the Directors, Audit andSupervisory Committee Members, Executive Officers, and managers of the Company and all of its
subsidiaries are the insureds.
An overview of the policy details is as follows:• The 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.

- 20 -