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 15, 2023
(Commencement date of electronic provision measures: March 8, 2023)
To Shareholders with Voting Rights:
Shiro Tomiyasu
President
ISEKI & CO., LTD.
700 Umaki-cho, Matsuyama-shi, Ehime-ken,Japan

NOTICE OF
THE 99th 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 99th 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 provided materials for the meeting
electronically by posting the matters to be provided electronically as “NOTICE OF THE 99th ORDINARY
GENERAL MEETING OF SHAREHOLDERS” on the Company’s website. Please access the Company’s
website below to view 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
In order to prevent the spread of the novel coronavirus (COVID-19) infection, you are kindly encouraged
to exercise voting rights in writing or via electronic means (the Internet) in advance and consider notattending the Meeting in person.
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 29, 2023, 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 30, 2023 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 99th Fiscal Year (January 1, 2022 - December 31, 2022)
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 99th Fiscal
Year (January 1, 2022 - December 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 9 Directors
Proposal 3:
Election of 1 Corporate Auditor-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,” “Status of the Accounting Auditor,” and “Basic Policy for
Profit Distribution” of the Business Report, “Consolidated Statements of Changes in Equity” and“Notes to Consolidated Financial Statements” of the Consolidated Financial Statements, and “Nonconsolidated 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 besent to shareholders who have requested it. Therefore, the paper copy to be sent to shareholders who
have requested it is part of the 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
686,173,410 yen in total(3) Date the distribution of surplus comes into effect:

March 31, 2023

(Reference) History of dividends per share

The 95th fiscal year ended December 31, 2018
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

Dividends per
share (Yen)
30
30
0
30
30

-4-

Proposal 2:

Election of 9 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 9 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:

No.

Title

Representative Director,
President & Executive Officer
Representative Director &Senior Corporate Executive
Officer
Director & Senior Corporate
Officer
Director & Senior Corporate
Officer
Director & Senior Corporate
Officer

1[Reappointment]

2[Reappointment]

3[Reappointment]

4[Reappointment]

5[Reappointment]

6[Reappointment] Director & Corporate Officer

7

8

9

[Reappointment][Outside]
Director[Independent][Reappointment][Outside]
Director[Independent][Reappointment][Outside]
Director[Independent]

Name

Attendance atBoard ofDirectors
meetings

Attendance at
Nomination andCompensation
Committee
meetings

Attendance at
ESG
Committee
meetings

Shiro Tomiyasu

100% (20/20)

100% (8/8)

100% (5/5)

Hajime Odagiri

100% (20/20)

100% (6/6)

100% (5/5)

Yukio Nawata

100% (20/20)

100% (5/5)

Masayuki Fukami

100% (20/20)

100% (5/5)

Shuichi Jinno

100% (20/20)

100% (5/5)

Kazuya Tani

100% (20/20)

100% (5/5)

Atsushi Iwasaki

100% (20/20)

100% (8/8)

100% (5/5)

Shoji Tanaka

100% (20/20)

100% (8/8)

100% (5/5)

Kazuo Nakayama

100% (20/20)

100% (8/8)

100% (5/5)(Notes) 1. The rate of attendance of Director Hajime Odagiri at meetings of the Nomination and Compensation
Committee refers to the rate of attendance since he was elected as Representative Director at the Board of
Directors meeting held after the 98th Ordinary General Meeting of Shareholders on March 30, 2022.
2. The rate of attendance at meetings of the ESG Committee refers to the rate of attendance since the committee
was established on August 10, 2022.

-5-

No.

Name
(Date of birth)

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 the Company
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)[Reappointment]
1[Term of office as
Director]
7 years at theconclusion of this
General Meeting

9,000[Attendance at meetings of the Board of Directors]
20/20 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
8/8 (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 implementing structural reforms 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 achieving the Mid-Term Management Plan (2021-2025) by drawing on
his prior management experience and contribute to 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)

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

Hajime Odagiri(January 6, 1963)[Reappointment]

2[Term of office as
Director]
3 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 Divisionof the Company (to present)
March 2020
Director & Senior Corporate Officer of the Company
March 2022
Representative Director & Senior Corporate Executive Officerof the Company (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

9,300

[Attendance at meetings of the Board of Directors]
20/20 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
6/6 (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 been leading efforts in the R&D and production of environmentally friendly products
such as smart agricultural machinery and electric mowers for decarbonization, while implementing the structural reformof the development and production departments. As Representative Director & Senior Corporate Executive Officer since
March 2022, he has strived to improve corporate value by pursuing ESG management from a company-wide perspective
and driving the transformation of the whole Group to achieve the Mid-Term Management Plan.
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 sustainable development and the enhancement of corporate value of the Group as wellas the acceleration and optimization of development and production systems based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Hajime Odagiri.

-7-

No.

Name
(Date of birth)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
September 1984
December 2007
July 2008

Yukio Nawata(March 8, 1959)[Reappointment]

Joined the Company
General Manager, Regional Sales Department of the Company
Director and General Manager, Sales Promotion Department,
Iseki-Tohoku Co., Ltd.
July 2010
General Manager, Sales Planning Department of the Company
October 2010
Deputy Division Manager, Business Division of the Company
January 2015
Representative Director & President, Iseki-Kanto Co., Ltd.
July 2015
Corporate Officer of the Company
January 2018
Senior Corporate Officer of the Company
General Division Manager, Business Division of the Company(to present)
March 2018
Director & Senior Corporate Officer of the Company (topresent)[Significant concurrent positions]―

Number ofshares of theCompany held

7,400

[Term of office as
Director]
5 years at the[Attendance at meetings of the Board of Directors]
conclusion of this
20/20 (100%)
General Meeting[Reason for nomination as candidate for Director]
Having been involved in overseas and domestic sales of agricultural machinery for many years and served as President at
major sales companies, Mr. Yukio Nawata has extensive experience and achievements in the domestic and overseas sales
fields and is well-versed in the Group’s operations. He was appointed to Director in charge of the Business Division in
March 2018 and has been leading efforts in expanding the provision of customer-pleasing products and services that solve
domestic agricultural issues such as increasing the scale of agriculture and support environmentally sound smart agriculture
aimed at decarbonization of agriculture as well as sustainable agriculture and society, with a view to realizing the “farming
full of dreams.” He has also been demonstrating advanced expertise and strong leadership in rolling out domestic sales
strategies. 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 sustainable development and the enhancement of corporate value of the Group as wellas the resolution of domestic agricultural issues based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Yukio Nawata.
3

-8-

No.

Name
(Date of birth)

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

Masayuki Fukami(May 29, 1959)[Reappointment]
4[Term of office as
Director]
4 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

9,000

[Attendance at meetings of the Board of Directors]
20/20 (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.
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 sustainable development and the enhancement of corporate value of the Group and thepromotion of ESG based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Masayuki Fukami.

-9-

No.

Name
(Date of birth)

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

5

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
Shuichi Jinno
April 2019
Deputy in charge of Financial Department of the Company(October 14, 1962) January 2022
In charge of Finance, IT Planning, Operation Efficiency
Improvement of the Company[Reappointment]
August 2022
In charge of Finance and IT Planning of the Company (topresent)[Term of office as
January 2023
Director & Senior Corporate Officer of the Company (toDirector]present)
7 years and 9 months[Significant concurrent positions]at the conclusion of ―this General Meeting

Number ofshares of theCompany held

8,600

[Attendance at meetings of the Board of Directors]
20/20 (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. and the restructuring of the financial accounting system, while appropriately overseeing themanagement 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 sustainable development and the enhancement of corporate value of the Group and theimplementation of digital transformation (DX) based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Shuichi Jinno.

- 10 -

No.

Name(Date of birth)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1992
April 2009
January 2015
October 2017

Kazuya Tani
(March 14, 1969)[Reappointment]

Joined the Company
Representative Director & President, N.V. ISEKI EUROPE S.A.
Representative Director & President, ISEKI France S.A.S.
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 (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

[Attendance at meetings of the Board of Directors]
20/20 (100%)

5,300[Term of office as
Director]
3 years at theconclusion 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 needs of each region of the world, reinforcement and expansion of collaboration with strategic
partners in each region, rebuilding of sales channels, and other initiatives, demonstrating advanced expertise and strong
leadership in the Group’s overseas expansion. In addition, he has been appropriately overseeing the management of theGroup.
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 sustainable development and the enhancement of corporate value of the Group and thepromotion of overseas business based on a broad perspective.
(Note) No particular interests exist between the Company and Mr. Kazuya Tani.
6- 11 -

No.

Name(Date of birth)

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

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

7

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
June 2022
Retired from Outside Director, NH Foods Ltd.
Retired from Outside Director, OLYMPUS CORPORATION[Significant concurrent positions]
President and certified public accountant, Iwasaki Certified Public Accountant
OfficeNumber ofshares of theCompany held

0

[Term of office as
Director]
9 years and 9 months [Attendance at meetings of the Board of Directors]
at the conclusion of 20/20 (100%)
this General Meeting [Attendance at meetings of the Nomination and Compensation Committee]
8/8 (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. He also plays an important role in chairing the Company’s
Board of Directors as well as the Nomination and Compensation Committee and the ESG Committee.
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, Inc.
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.

- 12 -

No.

Name(Date of birth)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1998

Shoji Tanaka(December 24, 1966)[Reappointment][Outside][Independent]

8Entered 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 Ginzadori Law Office
June 2010
Outside Corporate Auditor of the Company
March 2016
Director of the Company (to present)
March 2018
Representative, Chuo-dori Law Office (to present)[Significant concurrent positions]Representative and attorney, Chuo-dori Law Office

Number ofshares of theCompany held

0

[Attendance at meetings of the Board of Directors]
20/20 (100%)[Attendance at meetings of the Nomination and Compensation Committee]
8/8 (100%)[Term of office as
Director]
7 years at theconclusion of this
General Meeting[Reason for nomination as candidate for Outside Director, expected roles, etc.]
With extensive experience and knowledge as an attorney, Mr. Shoji Tanaka has specialized and advanced skills in areas
such as internal control and compliance.
He was appointed to Outside Director in March 2016 and has been monitoring the Company’s management from a neutral
and objective viewpoint and providing professional and valuable advice as appropriate on the development of the Group’s
compliance system, among others, to contribute to enhancing the supervisory functions and ensuring transparency of theBoard of Directors of the Company. He also plays an important role as a member of the Company’s Nomination andCompensation Committee and ESG Committee.
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. Shoji Tanaka. In addition, there is no special relationshipbetween the Company and Chuo-dori Law Office where Mr. Shoji Tanaka has a significant concurrent position.
(Notes)
1. Mr. Shoji Tanaka is a candidate for Outside Director. The Company has registered him with the Tokyo Stock Exchange as
Independent Director stipulated by Tokyo Stock Exchange, Inc.
2. Although Mr. Shoji Tanaka 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 nominationas 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. Shoji Tanaka 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.

- 13 -

No.

Name(Date of birth)

Brief career history, positions and responsibilities at the Company[Significant concurrent positions]
April 1980
April 2006

Kazuo Nakayama(February 2, 1957)[Reappointment][Outside][Independent]

9

Joined MITSUI & CO., LTD.
General Manager of Planning & Administrative Division,
Infrastructure Projects Business Unit, MITSUI & CO., LTD.
June 2008
Chief Administrative Officer of Asia Pacific Business Unit,
MITSUI & CO., LTD. and SVP, Mitsui & Co. (Asia Pacific)
Pte. Ltd. (in Singapore)
April 2012Managing Officer, Chief Operating Officer of Food Resources
Business Unit, MITSUI & CO., LTD.
April 2014
Executive Managing Officer; Chief Operating Officer of Food
Resources Business Unit, MITSUI & CO., LTD.
June 2015
Representative Director and Executive Vice President, JA
MITSUI LEASING, LTD.
June 2020
Advisor, JA MITSUI LEASING, LTD.
January 2021
Retired from JA MITSUI LEASING, LTD.
March 2021
Director of the Company (to present)[Significant concurrent positions]―

Number ofshares of theCompany held

0

[Term of office as
Director][Attendance at meetings of the Board of Directors]
2 years at the
20/20 (100%)
conclusion of this[Attendance at meetings of the Nomination and Compensation Committee]
General Meeting
8/8 (100%)[Reason for nomination as candidate for Outside Director, expected roles, etc.]
Having had management experience and been in charge of the food resources business unit at companies including a general
trading firm, as well as being well-versed in overseas business, Mr. Kazuo Nakayama has extensive knowledge andexperience related to food resources and agriculture in Japan and overseas.
He was appointed to Outside Director in March 2021 and has been monitoring the Company’s management from an
objective viewpoint based on his management experience and providing valuable advice as appropriate on the Group’s
overseas business, among others, to contribute to enhancing the supervisory functions and ensuring transparency of theBoard of Directors of the Company. He also plays an important role as a member of the Company’s Nomination andCompensation Committee and ESG Committee.
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. Kazuo Nakayama.
Although the Company and JA MITSUI LEASING, LTD. where Mr. Kazuo Nakayama previously worked has business
transactions, the amount of such transactions is less than 1% of consolidated net sales and less than 0.1% of consolidated
total assets.
(Notes)
1. Mr. Kazuo Nakayama is a candidate for Outside Director. The Company has registered him with the Tokyo Stock Exchange
as Independent Director stipulated by Tokyo Stock Exchange, Inc.
2. 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. Kazuo Nakayama 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 1of the Companies Act. If his reelection is approved and he assumes office, the agreement shall continue to be effective.

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(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 2023
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
Director & Senior Corporate
Yukio Nawata
Officer
Masayuki Fukami Director & Senior Corporate
Officer
Director & Senior Corporate
Shuichi Jinno
Officer
Director & Corporate Officer
Kazuya Tani●●

Atsushi Iwasaki

Director●

Shoji Tanaka

Director

Name

Title

Shiro Tomiyasu

Directors

Kazuo Nakayama Director●

Sales/
MarketingOverseas
Business

Development Compliance/
ESG/
andLegal Affairs/
Sustainability
Manufacturing
Audit

Personnel

IT/ Data

●
●

●

●

●

●

●

●

●
●

●

●
●

●

●

●
●

●

●

●

●
●

●

●

●

* 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 1 Corporate Auditor

Corporate Auditor Seigo Kimoto will resign from his position at the conclusion of this General Meetingof Shareholders. In addition, the term of office of Corporate Auditor Yasuhide Motokawa will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of 1 Corporate Auditor is
proposed.
The consent of the Board of Auditors has been obtained concerning this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

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

Number ofshares of theCompany held

Joined THE IYO BANK, LTD.
General Manager of Funds Operation & Securities Division,
THE IYO BANK, LTD.
June 2016
Executive Officer, General Manager of Funds Operation &Securities Division, THE IYO BANK, LTD.
June 2017
Executive Officer, General Manager of Tokyo Branch, andGeneral Manager of Financial Market Business Office, THE
IYO BANK, LTD.
0
June 2019
Managing Executive Officer, Imabari Group Head, and General
Manager of Imabari Branch, THE IYO BANK, LTD.
Yasuji Fujita
October 2022
Senior Executive Officer, Imabari Group Head, General(April 11, 1963)
Manager of Imabari Branch, General Manager of Nakahama
Branch, and General Manager of Chikami Branch, THE IYO[New appointment]
BANK, LTD.
[Outside][Significant concurrent positions]―[Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Yasuji Fujita has extensive experience and a wide range of insight including expertise in finance 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 and appropriateness of the performance of duties by Directors byconducting appropriate audits from an objective and neutral viewpoint drawing on his experience and insight.
(Notes)1. No particular interests exist between the Company and Mr. Yasuji Fujita.
2. Mr. Yasuji Fujita is a new candidate for Corporate Auditor.
3. Mr. Yasuji Fujita is a candidate for Outside Corporate Auditor.
4. 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 theknowledge 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 2023 during the terms of office of the candidates.
April 1986
August 2014- 17 -

(Reference)[Corporate Governance Structure]
As of January 1, 2023

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 2021, generally positive opinions were received in terms of thereflection of opinions of outside officers, supervisory functions of outside officers, and appropriate oversight of thenomination of candidates for Director through the Nomination and Compensation Committee. The Company,
therefore, concluded that the effectiveness of the Board of Directors as a whole 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 and the oversight ofinvestment plans for human capital and intellectual property that are consistent with management strategies.
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 2022.

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