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.

(Company code: 6310)
March 13, 2024
(Commencement date of electronic provision measures: March 4, 2024)
To Shareholders with Voting Rights:
Shiro Tomiyasu
President
ISEKI & CO., LTD.
700 Umaki-cho, Matsuyama-shi, Ehime-ken,Japan

NOTICE OF
THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to inform you that the 100th Ordinary General Meeting of Shareholders of ISEKI & CO., LTD.
(the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to electronicallyprovide information that is the content of the Reference Documents for the General Meeting of
Shareholders (matters subject to electronic provision measures) and posted such information as “NOTICEOF THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERS” and “THE 100th
ORDINARY GENERAL MEETING OF SHAREHOLDERS OTHER MATTERS SUBJECT TO
ELECTRONIC PROVISION MEASURES (MATTERS OMITTED IN THE PAPER COPY FOR
DELIVERY) (in Japanese)” on the Company’s website. Please access the Company’s website below toview the information.
Company website:
https://www.iseki.co.jp/ir/stock/general_meeting/In addition to the above website, the matters to be provided electronically have also been posted on theTokyo Stock Exchange’s (TSE) website. Please access the TSE’s website below (Listed Company Search)and view the information by entering the issue name (company name) or stock exchange code in the searchbox and selecting “Basic information” and “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
When exercising your voting rights in advance, please review the attached Reference Documents for the
General Meeting of Shareholders, and indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form and return it no later than 5:20 p.m. on Wednesday, March 27, 2024, Japan time, or
exercise your voting rights via the Internet. Concerning the exercise of voting rights, please review the“Instructions for the Exercise of Voting Rights” (page 5 of the Japanese version of this document) and the“Instructions for the Exercise of Voting Rights via the Internet” (pages 6 and 7 of the Japanese version ofthis document).

-1-

1. Date and Time:
2. Place:

Thursday, March 28, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Hisho Banquet Hall, ART HOTEL Nippori Lungwood (former
Hotel Lungwood), 2F,
5-50-5 Higashinippori, Arakawa-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 100th Fiscal Year (January 1, 2023 - December 31, 2023)
and results of audits by the accounting auditor and the Board ofAuditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 100th Fiscal
Year (January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors
Proposal 3:
Election of 2 Corporate Auditors-2-

Should there be any revisions to the matters to be provided electronically, the Company will post
the information on how they have been revised on the above-mentioned websites of the Company
and TSE.
In accordance with laws and regulations as well as Article 19, Paragraph 2 of the Company’s
Articles of Incorporation, of the matters to be provided electronically, “Matters Regarding Share
Acquisition Rights of the Company, etc.” and “Status of the Accounting Auditor” of the Business
Report, “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements, and “Non-consolidated Statements of
Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated
Financial Statements are not included in the paper copy to be sent to shareholders who haverequested it. Therefore, the paper copy to be sent to shareholders who have requested it is part ofthe documents audited by Corporate Auditors and the accounting auditor in the course of the
preparation of their audit reports.
If neither approval nor disapproval of each proposal is indicated on the returned Voting Rights
Exercise Form, it shall be deemed a vote of approval.
If you exercise your voting rights via both the Internet and the Voting Rights Exercise Form, theexercise of voting rights via the Internet shall prevail. In addition, if you exercise your voting rights
via the Internet multiple times, the final exercise of voting rights shall prevail.
If you are attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.

Disclosure on the Internet
Should there be any revisions to the matters to be provided electronically, the Company will post
the information on how they have been revised on each listed website.
Investor Information (General Meeting of Shareholders):
https://www.iseki.co.jp/ir/stock/general_meeting/-3-

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

Appropriation of Surplus

The Company considers a stable dividend distribution to shareholders as one of financial and capital
strategies. Our fundamental policy is to continuously pay a stable dividend, taking into consideration theGroup’s revenue base, future business development, and changes in the management environment, while
maintaining and improving its financial soundness as preconditions for sustainable business activities.
The year-end dividend for this fiscal year is as follows.
(1) Type of dividend property

Cash(2) Items related to the allocation of dividend property and its total amount

30 yen per share of common stock
686,161,020 yen in total(3) Date the distribution of surplus comes into effect:

March 29, 2024

(Reference) History of dividends per share

The 96th fiscal year ended December 31, 2019
The 97th fiscal year ended December 31, 2020
The 98th fiscal year ended December 31, 2021
The 99th fiscal year ended December 31, 2022
The 100th fiscal year ended December 31, 2023

Dividends per
share (Yen)
30
0
30
30
30

-4-

Proposal 2:

Election of 8 Directors

The terms of office of all 9 incumbent Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of 8 Directors is proposed.
This proposal was determined by the Board of Directors after receiving recommendations from theNomination and Compensation Committee, a voluntary advisory body chaired by an Outside Director.
The candidates for Director are as follows:

Title

No.

1

[Reappointment]

2[Reappointment]

3[Reappointment]

4[Reappointment]

5[Reappointment]

Representative Director,
President & Executive
Officer
Representative Director &Senior Corporate Executive
Officer
Director & Senior Corporate
Officer
Director & Senior Corporate
Officer
Director & Senior Corporate
Officer[Reappointment][Outside]
Director[Independent][New appointment]
7[Outside][Independent]
68[New appointment][Outside][Independent]

Name

Attendance atBoard of
GenderDirectors
meetings

Attendance at
Nomination andCompensation
Committee
meetings

Attendance at
ESG
Committee
meetings

Shiro Tomiyasu

Male

100% (17/17)

100% (9/9)

100% (12/12)

Hajime Odagiri

Male

100% (17/17)

100% (9/9)

100% (12/12)

Masayuki Fukami

Male

100% (17/17)

100% (12/12)

Shuichi Jinno

Male

100% (17/17)

100% (12/12)

Kazuya Tani

Male

100% (17/17)

100% (12/12)

Atsushi Iwasaki

Male

100% (17/17)

Eiko Kisogawa

FemaleFumiko Kishimoto Female-5-100% (9/9)

100% (12/12)

No.

Name
(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
Joined The Dai-Ichi Kangyo Bank, Limited (currently Mizuho
Bank, Ltd.)Managing Executive Officer, Mizuho Bank, Ltd.
April 2011
Advisor, Chuo Fudosan Co., Ltd.
June 2015
Advisor of the Company
January 2016
March 2016
Director & Senior Corporate Executive Officer of the Company
Assistant to President of the Company
Responsible for Corporate Planning Department of theCompany
Responsible for Public & Investor Relations Section of theCompany
Responsible for Personnel Department of the Company
In charge of Financial Department of the Company
Director & Vice President Executive Officer of the Company
January 2017
In charge of Corporate Planning Department and Public &Investor Relations Section of the Company
March 2019
Representative Director, President & Executive Officer of theCompany (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

April 1980

Shiro Tomiyasu(February 6, 1958)(Male)[Reappointment]

1[Term of office as
Director]
8 years at theconclusion of this
General Meeting

11,000[Attendance at meetings of the Board of Directors]
17/17 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
9/9 (100%)[Reason for nomination as candidate for Director]
Mr. Shiro Tomiyasu has advanced knowledge and a wide range of insight regarding management planning, finance, andaccounting based on his extensive experience and achievements gained from working at financial institutions. He wasappointed to Director in March 2016 and has been overseeing the Group by demonstrating his skills in forming management
strategies and plans, and designing the internal control system. As Representative Director, President & Executive Officer
since March 2019, he has strived to improve corporate value by demonstrating great leadership from a company-wide
perspective in improving management efficiency aimed at the expansion of the Company’s earnings, while pursuing ESG
management and contributing to the enhancement of corporate governance.
The Company nominates him as a candidate for Director, as he is a person of excellent character and insight, and it expects
him to continue to lead the whole Group towards enhancing the social and economic value of the Group and realizing thecorporate philosophy (i.e. Purpose) and long-term vision by drawing on his prior management experience and contributeto the promotion of fundamental structural reforms, the sustainable development and the enhancement of corporate valueof the Group based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Shiro Tomiyasu.

-6-

No.

Name
(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1987
November 2008

Hajime Odagiri(January 6, 1963)(Male)[Reappointment]

2[Term of office as
Director]
4 years at theconclusion of this
General Meeting

Joined the Company
General Manager, Vegetable Machinery Engineering
Department of the Company
December 2010 Senior General Manager, Agri-Implements Department of theCompany
June 2014
President, Iseki-Changzhou Mfg. Co., Ltd. Sales Branch Office
January 2016
Corporate Officer and Deputy Division Manager, Business
Division of the Company
March 2016
Representative Director & President, ISEKI Hokkaido Co., Ltd.
July 2018
Chairman & President, Dongfeng Iseki Agricultural MachineryCo., Ltd.
January 2019
Senior Corporate Officer of the Company
January 2020
General Division Manager, Development & Production
Division of the Company
March 2020
Director & Senior Corporate Officer of the Company
March 2022
Representative Director & Senior Corporate Executive Officerof the Company (to present)
November 2023 Leader of “Project Z” of the Company (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

10,800[Attendance at meetings of the Board of Directors]
17/17 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
9/9 (100%)[Reason for nomination as candidate for Director]
Having been involved in the engineering and development fields of agricultural machinery for many years and served as
President of a domestic sales company and Chairman & President of Chinese joint venture companies, Mr. Hajime Odagiri
has accumulated extensive experience, achievements and a wide range of insight related to agricultural machinery in Japanand overseas as an engineer and a manager. He was appointed to Director in charge of the Development & Production
Division in March 2020 and has worked to promote the R&D and production of environmentally friendly products suchas smart agricultural machinery and electric mowers for decarbonization. As Representative Director & Senior Corporate
Executive Officer since March 2022, he has also strived to improve corporate value of the Group by pursuing ESG
management from a company-wide perspective.
The Company nominates him as a candidate for Director, as he is a person of excellent character and insight, and it expects
him to continue to lead and promote fundamental structural reforms in the areas of development, production, and sales,
and contribute to the sustainable development and the enhancement of corporate value of the Group based on a broad
perspective.
(Note) No particular interests exist between the Company and Mr. Hajime Odagiri.

-7-

No.

Name
(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1985
December 2004
January 2007

Masayuki Fukami(May 29, 1959)(Male)[Reappointment]

3[Term of office as
Director]
5 years at theconclusion of this
General Meeting

Joined the Company
General Manager, Kanto Sales Department of the Company
Representative Director & President, Ibaraki Iseki Sales Co.,Ltd.
December 2008 Executive Managing Director, Iseki Chugoku Co., Ltd.
January 2011
Executive Managing Director, Iseki Kyushu Co., Ltd.
December 2011 Representative Director & President, Iseki Kyushu Co., Ltd.
July 2015
Corporate Officer of the Company
January 2019
Senior Corporate Officer of the Company
March 2019
Director & Senior Corporate Officer of the Company (topresent)
April 2019
In charge of Personnel Department of the Company
Deputy in charge of Corporate Planning Department and Public& Investor Relations Section of the Company
Deputy in charge of Compliance of the Company (to present)
January 2022
In charge of Personnel, Corporate Planning, and Investor
Relations of the Company (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

10,000[Attendance at meetings of the Board of Directors]
17/17 (100%)[Reason for nomination as candidate for Director]
Having served as Director and President at major sales companies, Mr. Masayuki Fukami has extensive experience andachievements in domestic sales, business management, and personnel management and is well-versed in the Group’s
operations. He was appointed to Director in March 2019 and has been leading efforts in strengthening the functions ofcorporate departments, such as the enhancement of the Company’s corporate governance and compliance as well as the
improvement of engagement with all stakeholders including shareholders, investors, customers, and employees, and has
been promoting the practice of human capital management and the implementation of corporate governance. Furthermore,
he has been demonstrating strong leadership in stepping up the Company’s ESG efforts, while appropriately overseeing
the management of the Group.
The Company nominates him as a candidate for Director, as he is a person of excellent character and insight, and it expects
him to continue to contribute to the planning, implementation, and dissemination of growth strategies in order to implement
management that is conscious of cost of capital, etc. as well as to the promotion of fundamental structural reforms, thesustainable development and the enhancement of corporate value of the Group based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Masayuki Fukami.

-8-

No.

Name
(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1985
April 2008

Shuichi Jinno(October 14, 1962)(Male)[Reappointment]

4[Term of office as
Director]
8 years and 9 months
at the conclusion ofthis General Meeting

Joined the Company
General Manager, Office Automation Department of theCompany
December 2011 General Manager, Public & Investor Relations Section of theCompany
October 2013
General Manager, Personnel Department of the Company
June 2015
Director & Corporate Officer of the Company
In charge of Personnel Department of the Company
In charge of Compliance of the Company
March 2016
In charge of Office Automation Department of the Company
January 2017
Deputy in charge of Compliance of the Company
December 2018 In charge of IT Planning Department of the Company
April 2019
Deputy in charge of Financial Department of the Company
January 2022
In charge of Finance, IT Planning, Operation Efficiency
Improvement of the Company
August 2022
In charge of Finance and IT Planning of the Company (topresent)
January 2023
Director & Senior Corporate Officer of the Company (topresent)[Significant concurrent positions]―

Number ofshares of theCompany held

10,000[Attendance at meetings of the Board of Directors]
17/17 (100%)[Reason for nomination as candidate for Director]
Having been involved in the fields of information systems, investor relations, and personnel affairs for many years, Mr.
Shuichi Jinno has extensive experience and achievements in corporate departments and is well-versed in the Group’s
operations. Since his appointment to Director in June 2015, he has been demonstrating advanced management capabilities
as a person in charge of personnel affairs, compliance, operation efficiency improvement, and IT planning. In addition, he
has been demonstrating advanced expertise and strong leadership in the formulation and implementation of financial andcapital strategies, etc., the compliance with systems related to taxation, including the restructuring of the financial
accounting system, the implementation of digital transformation (DX), and the enhancement of information security, while
appropriately overseeing the management of the Group.
The Company nominates him as a candidate for Director, as he is a person of excellent character and insight, and it expects
him to continue to contribute to improving profitability and enhancing capital efficiency in order to implement managementthat is conscious of cost of capital, etc. as well as to the promotion of fundamental structural reforms, the sustainable
development and the enhancement of corporate value of the Group based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Shuichi Jinno.

-9-

No.

Name
(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1992
April 2009

Kazuya Tani
(March 14, 1969)(Male)[Reappointment]

5

Joined the Company
Representative Director & President, N.V. ISEKI EUROPE
S.A.
January 2015
Representative Director & President, ISEKI France S.A.S.
October 2017
General Manager, Overseas Business Control Department andGeneral Manager, Europe Sales &Marketing Department of theCompany
January 2020
Corporate Officer of the Company
General Division Manager, Overseas Business Division of theCompany (to present)
March 2020
Director & Corporate Officer of the Company
January 2024
Director & Senior Corporate Officer of the Company (topresent)[Significant concurrent positions]―

Number ofshares of theCompany held

6,200

[Term of office as
Director][Attendance at meetings of the Board of Directors]
4 years at the
17/17 (100%)
conclusion of this
General Meeting[Reason for nomination as candidate for Director]
Having served as Director and President of sales companies in Europe, Mr. Kazuya Tani has extensive experience andachievements in sales, business management, and personnel management related to overseas business and is well-versedin the Group’s operations. He was appointed to Director in charge of the Overseas Business Division in March 2020 andhas been leading efforts in expanding overseas business and increasing overseas sales through the provision of products
and services that match the diverse needs of each region of the world, reinforcement and expansion of collaboration withstrategic partners in each region, rebuilding of sales channels, and other initiatives, demonstrating advanced expertise andstrong leadership in the Group’s overseas expansion. In addition, he has been appropriately overseeing the management of
the Group.
The Company nominates him as a candidate for Director, as he is a person of excellent character and insight, and it expects
him to continue to contribute to the promotion of fundamental structural reforms, the sustainable development and theenhancement of corporate value of the Group and the promotion of overseas business, which plays a key role in the Group’s
growth strategy, based on a broad perspective.

(Note) No particular interests exist between the Company and Mr. Kazuya Tani.

- 10 -

No.

Name(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]November 1990

Atsushi Iwasaki(January 9, 1959)(Male)[Reappointment][Outside][Independent]

6[Term of office as
Director]
10 years and 9 months
at the conclusion ofthis General Meeting

Joined Century Audit Corporation (currently Ernst & Young
ShinNihon LLC)
March 1991
Registered as a certified public accountant
March 1997
Registered as a real estate appraiser
August 2005
Retired from Shin Nihon & Co. (currently Ernst & Young
ShinNihon LLC)
September 2005 President, Iwasaki Certified Public Accountant Office (topresent)
June 2013
Director of the Company (to present)
June 2015
Outside Audit & Supervisory Board Member, NH Foods Ltd.
June 2016
Outside Audit & Supervisory Board Member, OLYMPUS
CORPORATION
June 2019
Outside Director, NH Foods Ltd.
Outside Director, OLYMPUS CORPORATION[Significant concurrent positions]
President and certified public accountant, Iwasaki Certified Public Accountant
OfficeNumber ofshares of theCompany held

0

[Attendance at meetings of the Board of Directors]
17/17 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
9/9 (100%)[Reason for nomination as candidate for Outside Director, expected roles, etc.]
With extensive experience and knowledge as a certified public accountant, Mr. Atsushi Iwasaki has experience as Outside
Director and Outside Audit & Supervisory Board Member at other companies and specialized and advanced skills in areas
such as management strategy, finance, and compliance.
He was appointed to Outside Director in June 2013 and has been monitoring the Company’s management from a neutral
and objective viewpoint and providing valuable advice as appropriate on the Group’s management strategies andgovernance, among others, from a professional standpoint, to contribute to enhancing the supervisory functions andensuring transparency of the Board of Directors of the Company. In addition, he chairs the Company’s Board of Directors
as well as the Nomination and Compensation Committee and the ESG Committee, and plays an important role in ensuring
the effectiveness of these Committees.
The Company expects him to continue to supervise the Company’s management for the sustainable enhancement ofcorporate value and provide advice based on his own insight.
The Company nominates him as a candidate for Outside Director as it believes, for the reasons above, he will appropriately
execute his duties as Outside Director.
[Independence]
No particular interests exist between the Company and Mr. Atsushi Iwasaki. In addition, there is no special relationshipbetween the Company and Iwasaki Certified Public Accountant Office where Mr. Atsushi Iwasaki has a significant
concurrent position.
(Notes)
1. Mr. Atsushi Iwasaki is a candidate for Outside Director. The Company has registered him with the Tokyo Stock Exchange
as Independent Director stipulated by Tokyo Stock Exchange.
2. Although Mr. Atsushi Iwasaki has never been involved in company management (including overseas companies) except
as an outside director or outside corporate auditor, the Company believes that, for the reasons described in “Reason for
nomination as candidate for Outside Director, expected roles, etc.” above, he can successfully fulfill his responsibilities as
Outside Director.
3. In accordance with the provisions of Article 27, Paragraph 2 of the Company’s Articles of Incorporation based on Article
427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Atsushi Iwasaki to limit his
liability for damages stipulated in Article 423, Paragraph 1 of the same Act. The maximum amount of liability pursuant to
the provisions of the Articles of Incorporation is the total of the amounts stipulated in each item of Article 425, Paragraph
1 of the Companies Act. If his reelection is approved and he assumes office, the agreement shall continue to be effective.

- 11 -

No.

Name(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]

Number ofshares of theCompany held

April 1984

7

Joined American Family Life Assurance Company of Columbus(currently Aflac Life Insurance Japan Ltd.)
April 2004
General Manager of Operations Division of American FamilyLife Assurance Company of Columbus
January 2010
General Manager of Administration Planning Department 2 ofAmerican Family Life Assurance Company of Columbus
January 2011
General Manager of Policy Maintenance Department ofAmerican Family Life Assurance Company of Columbus
January 2012
Vice President of Policy Maintenance Department, Premium
Accounting Department 1 and Premium Accounting
Department 2 of American Family Life Assurance Company ofColumbus
January 2013
Vice President of Corporate Value Enhancement Program of0
American Family Life Assurance Company of Columbus
Eiko Kisogawa
January 2016
President Chief Executive Officer of Aflac Payment Services(March 21, 1962)
Co., Ltd.
(Female)January 2018
Vice President of Administration Management Department andCustomer Services Promotion Department of American Family[New appointment]Life Assurance Company of Columbus[Outside]
January 2021
Corporate Adviser of Aflac Life Insurance Japan Ltd.
[Independent]
June 2023
Outside Director (Member of the Audit & Supervisory
Committee), MARUBUN CORPORATION (to present)[Significant concurrent positions]
Outside Director (Member of the Audit & Supervisory Committee), MARUBUNCORPORATION[Reason for nomination as candidate for Outside Director, expected roles, etc.]
Ms. Eiko Kisogawa has experience in leading forces in areas such as the business reforms by improving and upgrading
processes, restructuring of risk management frameworks, and implementation of company-wide IT and digitaltransformation (DX) projects at a financial institution. In addition, she had experience in management at a businesscorporation, and has professional expertise and extensive experience related to corporate management and improvementof operational efficiency.
Having served as Outside Director (Member of the Audit & Supervisory Committee) at other company, she has advanced
skills in areas such as internal control, compliance, and corporate governance.
The Company expects her to supervise the Company’s management from a neutral and objective viewpoint for thesustainable enhancement of corporate value and provide professional and valuable advice as appropriate on improving
operational efficiency and reforming and instilling governance, and contribute to enhancing the supervisory functions andensuring transparency of the Board of Directors of the Company.
The Company nominates her as a candidate for Outside Director as it believes, for the reasons above, she will appropriately
execute her duties as Outside Director.

[Independence]
No particular interests exist between the Company and Ms. Eiko Kisogawa. In addition, there is no special relationshipbetween the Company and MARUBUN CORPORATION where Ms. Eiko Kisogawa has a significant concurrent position.
Although the Group and Aflac Life Insurance Japan Ltd. where Ms. Eiko Kisogawa previously worked has business
transactions, the amount of such transactions is less than 0.01% of consolidated net sales of Aflac Life Insurance Japan
Ltd.
(Notes)
1. Ms. Eiko Kisogawa’s name in the family register is “Eiko Morimoto.”
2. Ms. Eiko Kisogawa is a new candidate for Outside Director. If Ms. Eiko Kisogawa is elected and assumes office as proposed,
the Company will register her with the Tokyo Stock Exchange as Independent Director stipulated by Tokyo Stock Exchange.
3. If Ms. Eiko Kisogawa is elected and assumes office, the Company will enter into an agreement with her to limit her liability
for damages stipulated in Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 27,
Paragraph 2 of the Company’s Articles of Incorporation based on Article 427, Paragraph 1 of the Companies Act. The
maximum amount of liability pursuant to the provisions of the Articles of Incorporation is the total of the amounts stipulated
in each item of Article 425, Paragraph 1 of the Companies Act.

- 12 -

No.

Name(Date of birth)(Gender)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]Entered the Legal Training and Research Institute, Supreme
Court of Japan
March 2000
Graduated from the Legal Training and Research Institute,
Supreme Court of Japan
April 2000
Registered as an attorney (Joined Tokyo Bar Association)
Joined Azusa Sogo Law Office
June 2019
Outside Director (Audit and Supervisory Committee Member),
NIHON DENGI CO., LTD. (to present)
September 2021 Representative, Azusa Sogo Law Office (to present)[Significant concurrent positions]
Fumiko Kishimoto(September 23, 1973) Representative and attorney, Azusa Sogo Law OfficeOutside Director (Audit and Supervisory Committee Member), NIHON DENGI(Female)CO., LTD.

Number ofshares of theCompany held

April 1998

8

0

[New appointment][Outside][Independent][Reason for nomination as candidate for Outside Director, expected roles, etc.]
Ms. Fumiko Kishimoto has professional expertise and extensive experience in legal matters as an attorney.
Having served as Outside Director (Audit and Supervisory Committee Member) at other company, she has specialized andadvanced skills in areas such as compliance and corporate governance.
The Company expects her to supervise the Company’s management from a neutral and objective viewpoint for thesustainable enhancement of corporate value and provide professional and valuable advice as appropriate on ensuring
compliance as well as reforming and instilling governance, and contribute to enhancing the supervisory functions andensuring transparency of the Board of Directors of the Company.
The Company nominates her as a candidate for Outside Director as it believes, for the reasons above, she will appropriately
execute her duties as Outside Director.

[Independence]
No particular interests exist between the Company and Ms. Fumiko Kishimoto. In addition, there is no special relationshipbetween the Company and Azusa Sogo Law Office or NIHON DENGI CO., LTD. where Ms. Fumiko Kishimoto hassignificant concurrent positions.
(Notes)
1. Ms. Fumiko Kishimoto’s name in the family register is “Fumiko Okada.”
2. Ms. Fumiko Kishimoto is a new candidate for Outside Director. If Ms. Fumiko Kishimoto is elected and assumes office as
proposed, the Company will register her with the Tokyo Stock Exchange as Independent Director stipulated by Tokyo Stock
Exchange.
3. Although Ms. Fumiko Kishimoto has never been involved in company management (including overseas companies) except
as an outside director or outside corporate auditor, the Company believes that, for the reasons described in “Reason for
nomination as candidate for Outside Director, expected roles, etc.” above, she can successfully fulfill her responsibilities as
Outside Director.
4. If Ms. Fumiko Kishimoto is elected and assumes office, the Company will enter into an agreement with her to limit her
liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act in accordance with the provisions ofArticle 27, Paragraph 2 of the Company’s Articles of Incorporation based on Article 427, Paragraph 1 of the Companies
Act. The maximum amount of liability pursuant to the provisions of the Articles of Incorporation is the total of the amounts
stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

- 13 -

(Note) The Company has entered into a directors and officers liability insurance contract insuring all Directors(including Outside Directors) and Corporate Auditors (including Outside Corporate Auditors), as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages that arise when
Directors and Corporate Auditors become liable for the execution of their duties or receive claims related
to the pursuit of such liability. However, there are certain exclusions, such as no coverage for any damage
caused by acts performed with the knowledge that they are in violation of laws and regulations. The
Company intends to renew the insurance contract with the above terms and conditions in September 2024
during the terms of office of the candidates.

(Reference)[Independence Standards for Outside Directors/Auditors]
The Company will decide that an Outside Director/Auditor or a candidate for Outside Director/Auditor
is independent from the Company if they are deemed not to fall under any of the following items.
1.
2.

The Group’s (*1) executive (*2) at present or in the past
The Company’s major shareholder (*3) or its executive in the most recent five fiscal years
including the current fiscal year
3.
The Group’s major business partner (*4) or its executive in the most recent three fiscal years
including the current fiscal year
4.
An entity whose major business partner is the Group (*5) or its executive in the most recent threefiscal years including the current fiscal year
5.
The Group’s major lender (*6) or its executive in the most recent three fiscal years including thecurrent fiscal year
6.
An entity who has received average annual donations of 10 million yen or more from the Groupin the most recent three fiscal years including the current fiscal year (or its affiliate if the recipientis an incorporated entity, an association or any other organization).
7.
A consultant, an accounting or legal expert who has received monetary or other proprietary
benefits of approximately 10 million yen or more on average from the Group, apart from the
remuneration for director/auditor, in the most recent three fiscal years including the current fiscal
year (or its affiliate if the recipient an incorporated entity, an association or any otherorganization).
8.
A spouse or a relative within the second degree of kinship of a key person (*7) among the persons
described in any of items 1 to 7 above
9.
An executive of an entity with which the Company has an interlocking directorship (*8) for
outside officers
10. Other than the persons described in any of the above items, a person who has significant interests
with the Group that raise concerns over his/her independence(*1) The Company, its subsidiaries, or equity method affiliates(*2) Executive director, executive officer, general manager or other employee(*3) A shareholder holding 10% or more of the Company’s voting rights(*4) An entity making payments to the Group that accounts for 2% or more of the Group’s
consolidated net sales in business transactions with the Group(*5) An entity receiving payment from the Group for purchases that accounts for 2% or more of theconsolidated net sales of the entity in business transactions with the Group(*6) A financial institution lending the Group an amount accounting for 2% or more of theconsolidated total assets of the Group(*7) In items 1 to 6, an executive director, executive officer, or employee in a position equivalent togeneral manager or higher. In item 7, a certified public accountant affiliated to an audit firm or
an attorney-at-law affiliated to a law firm.
(*8) A relationship where the executive of an entity where the Group’s executive currently serves
as an outside officer is appointed as the Company’s Outside Director/Auditor.

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(Reference)[Skill Matrix of Directors After Approval of Proposal 2]
Corporate
Management/
Management
Strategy

Finance

Representative Director,
President & Executive Officer
Representative Director &Hajime Odagiri
Senior Corporate Executive
Officer
Masayuki Fukami Director & Senior Corporate
Officer
Director & Senior Corporate
Shuichi Jinno
Officer
Director & Senior Corporate
Kazuya Tani
Officer
Director
Atsushi Iwasaki●●

Director

●

Name

Title

Shiro Tomiyasu

Directors

Eiko Kisogawa●

Sales/
MarketingOverseas
Business

Development Compliance/
ESG/
andLegal Affairs/
Sustainability
Manufacturing
Audit

IT/ Data

●
●

●

●

●

●

●

●

●
●
●

●
●

Personnel●

Fumiko Kishimoto Director

●

●
●

●

●

●

●

●

●

* The table above does not represent all types of knowledge held by each officer.
* Executive Directors will be determined at a meeting of the Board of Directors to be held after this General Meeting of Shareholders.

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Proposal 3:

Election of 2 Corporate Auditors

Corporate Auditor Yukito Shiraishi will resign from his position at the conclusion of this General
Meeting of Shareholders. In addition, the term of office of Corporate Auditor Mami Taira will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of 2 Corporate Auditors is
proposed.
The consent of the Board of Auditors has been obtained concerning this proposal.
The candidates for Corporate Auditors are as follows:
No.

Name
(Date of birth)(Gender)

Brief career history and positions at the Company[Significant concurrent positions]
Joined Tohmatsu Awoki & Sanwa (currently Deloitte Touche
Tohmatsu LLC)
Joined Yoshio Hayakawa Tax Accountant Office
October 1990
September 1991 Registered as a certified public accountant
April 1992
Registered as a certified tax accountant
October 2002
Partner, Taira Tax & Accounting Consulting Group (to present)
May 2011
Outside Audit & Supervisory Board Member, AEON Mall Co.,Ltd.
May 2014
Outside Director, AEON Mall Co., Ltd.
June 2014
Outside Audit & Supervisory Board Member, Suzuden
Corporation
March 2016
Outside Corporate Auditor of the Company (to present)
June 2016
Outside Director (Audit and Supervisory Committee Member),Suzuden Corporation (to present)
December 2020 External Director (Audit & Supervisory Committee Member),
FOOD & LIFE COMPANIES LTD. (to present)[Significant concurrent positions]
Partner, certified public accountant and certified tax accountant, Taira Tax &Accounting Consulting Group
Outside Director (Audit and Supervisory Committee Member), Suzuden
Corporation
External Director (Audit & Supervisory Committee Member), FOOD & LIFE
COMPANIES LTD.

Number ofshares of theCompany held

October 1987

Mami Taira(February 20, 1962)(Female)[Reappointment][Outside][Independent]

1[Term of office as
Corporate Auditor]
8 years at theconclusion of this
General Meeting

0[Attendance at meetings of the Board of Directors]
17/17 (100%)[Attendance at meetings of the Board of Auditors]
14/14 (100%)[Reason for nomination as candidate for Outside Corporate Auditor]
Ms. Mami Taira has extensive experience and knowledge related to finance, accounting, and tax practices as a certified
public accountant and a certified tax accountant. Having served as outside director (audit and supervisory committee
member) at other companies, she also has specialized and advanced skills in areas such as finance, accounting, tax practices,and compliance.
She was appointed to Outside Corporate Auditor of the Company in March 2016 and is well-versed in the Company’sbusiness operations. At meetings of the Board of Directors and the Board of Auditors, she has made professional and usefulstatements as appropriate from a neutral and objective viewpoint that are needed to ensure the legality and appropriatenessof the performance of duties by Directors, and thus has been playing an important role in ensuring the effectiveness of theCompany’s internal controls and corporate governance.
The Company nominates her as a candidate for Outside Corporate Auditor, as it believes that she will continue to ensure
the legality and appropriateness of the performance of duties by Directors by conducting appropriate audits from an
objective and neutral viewpoint drawing on her own experience and insight.
[Independence]
No particular interests exist between the Company and Ms. Mami Taira. In addition, there is no special relationship between
the Company and Taira Tax & Accounting Consulting Group, Suzuden Corporation or FOOD & LIFE COMPANIES LTD.
where Ms. Mami Taira has significant concurrent positions.

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(Notes)
1. No particular interests exist between the Company and Ms. Mami Taira.
2. Ms. Mami Taira is a candidate for Outside Corporate Auditor. The Company has registered her with the Tokyo Stock
Exchange as Independent Auditor stipulated by Tokyo Stock Exchange.
3. In accordance with the provisions of Article 35, Paragraph 2 of the Company’s Articles of Incorporation based on Article
427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Ms. Mami Taira to limit her
liability for damages stipulated in Article 423, Paragraph 1 of the same Act. The maximum amount of liability pursuant to
the provisions of the Articles of Incorporation is the total of the amounts stipulated in each item of Article 425, Paragraph
1 of the Companies Act. If her reelection is approved and she assumes office, the agreement shall continue to be effective.

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No.

Name(Date of birth)(Gender)

Brief career history and positions at the Company[Significant concurrent positions]
Joined The Norinchukin Bank
Senior Manager, Investment and Loan Planning Division, The
Norinchukin Bank
July 2015
Deputy General Manager, Corporate Business Division IV, The
Norinchukin Bank
April 2019
Seconded from The Norinchukin Bank to The Agribusiness
Investment & Consultation Co., Ltd.
April 2021
General Manager, Osaka Branch, The Norinchukin Bank (topresent)[Significant concurrent positions]―

Number ofshares of theCompany held

April 1994
July 20132

Kentaro Morimoto(April 21, 1970)(Male)

0[New appointment][Outside][Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Kentaro Morimoto has a wide range of insight, including extensive experience and expertise in finance and agriculture,
forestry and fisheries in general, cultivated through his many years of work at a financial institution. The Company
nominates him as a new candidate for Outside Corporate Auditor, as it believes that he will ensure the legality andappropriateness of the performance of duties by Directors by conducting appropriate audits from an objective and neutral
viewpoint drawing on his own experience and insight.
(Notes)1. No particular interests exist between the Company and Mr. Kentaro Morimoto.
2. Mr. Kentaro Morimoto is a new candidate for Corporate Auditor.
3. Mr. Kentaro Morimoto is a candidate for Outside Corporate Auditor.
4. Mr. Kentaro Morimoto is scheduled to retire from The Norinchukin Bank on March 27, 2024.
(Note) The Company has entered into a directors and officers liability insurance contract insuring all Directors (including
Outside Directors) and Corporate Auditors (including Outside Corporate Auditors), as stipulated in Article 430-3,
Paragraph 1 of the Companies Act. The insurance contract covers damages that arise when Directors and Corporate
Auditors become liable for the execution of their duties or receive claims related to the pursuit of such liability. However,there are certain exclusions, such as no coverage for any damage caused by acts performed with the knowledge that they
are in violation of laws and regulations. The Company intends to renew the insurance contract with the above terms andconditions in September 2024 during the terms of office of the candidates.

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(Reference)[Corporate Governance Structure]
As of January 1, 2024

The Company has established the Nomination and Compensation Committee, which is chaired by an Independent Outside Director andconsists of two Representative Directors and three Independent Outside Directors. The Nomination and Compensation Committee is anadvisory body to the Board of Directors on nomination matters such as proposals for the general meeting of shareholders regarding theappointment and dismissal of Directors, the appointment and dismissal of Corporate Officers, and the appointment and dismissal ofRepresentative Directors, as well as compensation of Directors and Corporate Officers.

(Reference)[Evaluation of the Effectiveness of the Board of Directors]
To further improve the functions of the Board of Directors, the Company has been conducting self-evaluation byeach officer and analysis on the effectiveness of the Board of Directors since 2017. Effectiveness evaluations are
conducted in ways that make it easy to solicit individual opinions, such as by appointing a third-party organization tohave all Directors and Corporate Auditors respond to questionnaires and interviews individually.
From the questionnaire responses for fiscal year 2022, generally positive opinions were received in terms of theappropriate decisions on matters deliberated by the Board of Directors, and appropriate oversight of the nomination ofcandidates for Director and determination of specific compensation amounts through the Nomination andCompensation Committee. The Company, therefore, concluded that the effectiveness of the Board of Directors as awhole has been secured.
On the other hand, issues for further strengthening the functions of the Board of Directors and creating more lively
discussions were shared. These include follow-up on the progress of management plans, investment in human capital,and oversight of efforts to address labor and human rights issues.
On the basis of this effectiveness evaluation, the Board of Directors of the Company will give due consideration
to and respond to the issues promptly and continue to implement the PDCA cycle in order to further enhance thefunctions of the Board of Directors.
(Note) The Company is continuing to conduct effectiveness evaluations using the above methods in fiscal year 2023.

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