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 shall prevail.

(Securities Code: 2607)
June 1, 2020
To Shareholders with Voting Rights:
Hiroshi Shimizu
President and CEO
FUJI OIL HOLDINGS INC.
1 Sumiyoshi-cho, Izumisano-shi, Osaka, Japan(Headquarters: Daibiru Honkan Building, 3-6-32,
Nakanoshima, Kita-ku, Osaka-shi, Osaka, Japan)

NOTICE OF THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 92nd Ordinary General Meeting of Shareholders of FUJI OIL HOLDINGS
INC. (the “Company”). The Meeting will be held as described below.
In light of the impact of the novel coronavirus (COVID-19), the government declared a state of emergency in Apriland prefectural governors have requested people refrain from going outside to prevent the spread of the virus. As aresult of careful consideration, we have decided to convene the General Meeting of Shareholders with adequate
consideration given to the safety of shareholders and related parties.
We ask that all shareholders refrain from attending the venue on the day of the General Meeting of Shareholders
regardless of the state of COVID-19 and the shareholder’s health and to exercise voting rights in advance such as inwriting or via the Internet.
Please review the accompanying Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights in writing or via the Internet so that it will reach us by 5:40 p.m. on Wednesday, June 17, 2020 (JST).
1. Date and Time: Thursday, June 18, 2020 at 10:00 a.m. (JST)
2. Venue:Hall A, 4th fl. Mido Kaikan
4-1-11, Kyutaromachi, Chuo-ku, Osaka(The meeting will be held at a different venue to the previous one.)
This year, the number of seats available will be significantly lower than usual (maximum of
40 seats), with space between seats increased to prevent the spread of infection. Therefore,
please be aware that you may be refused admission if you attend in person on the day.
3. Agenda of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 92nd Fiscal Term (from April 1, 2019 toMarch 31, 2020) and results of audits by the Accounting Auditor and the Audit and Supervisory Board of
the Consolidated Financial Statements.
2. Non-consolidated Financial Statements for the 92nd Fiscal Term (from April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Election of Nine (9) Directors
Proposal No. 3:
Election of Two (2) Audit and Supervisory Board Members
Proposal No. 4:
Election of One (1) Substitute Audit and Supervisory Board Member
Proposal No. 5:
Revision of Remuneration for Directors
Proposal No. 6:
Determination of Amount and Other Details of Performance-Linked Share-BasedRemuneration Plan for Directors-1-[Requests to the Shareholders](1) Matters concerning prior to the General Meeting of Shareholders- If any revisions are made to the Reference Documents for the General Meeting of Shareholders, Business Report, the Consolidated
Financial Statements and Non-consolidated Financial Statements, they will be posted on the Company’s website(https://www.fujioilholdings.com).
- Exercise of your voting rights via a Voting Rights Exercise Form may pose a risk of infection in terms of the process of returning
this form and the physical counting of votes. Therefore, for exercising voting rights in advance, shareholders are asked to exercise
voting rights via the Internet, as much as possible.
(2) Matters concerning the day of the General Meeting of Shareholders- When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue on the dayof the Meeting. Also, please bring this Notice as reference documents for the Meeting.
- Alcohol-based disinfectant will be available for shareholders’ use near the reception desk.
(Shareholders who come to the venue are kindly requested to bring and wear a facemask.)- Attendees will have their temperature checked before entering the venue. Anyone who has a confirmed fever (37.5°C or higher) orappears unwell may be refused admission and asked to return home.
Please do not come to the venue if you have recently returned from overseas (in the last 14 days).
- Detailed explanations of matters to be reported (including audit reports) and proposals shall be omitted in order to reduce the timeneeded for holding this Meeting to prevent the spread of the coronavirus infection. Shareholders are advised to read this Notice inadvance.
- To help reduce the risk of spread of infection and to ensure the business continuity of the Company, regardless of health status on
the day, some Directors may not attend the Meeting in person or may attend remotely via the Internet.
- All Staff members at the venue will wear facemasks after checking their physical condition including temperature checks.
- The aforementioned matters are subject to revision depending on the status of the coronavirus situation ahead of the day of the
Meeting and the details of further announcements by the government.
Updates will be posted on the Company’s website (https://www.fujioilholdings.com).
Even if you come to the venue on the day of the Meeting, please check the website in advance.
(3) Others- As for the documents attached to the Notice of the 92nd Ordinary General Meeting of Shareholders, “Systems to ensure propernessof operations of the Company,” “Notes to Consolidated Financial Statements” and “Notes to Non-Consolidated Financial
Statements” are posted on the internet website of the Company (https://www.fujioilholdings.com) in accordance with laws andregulations as well as the provisions of Article 13 of the Company’s Articles of Incorporation, and therefore are not provided in the
documents attached to the Notice of the 92nd Ordinary General Meeting of Shareholders. The documents attached to the Notice of
the 92nd Ordinary General Meeting of Shareholders and the documents posted on the internet website of the Company were
subject to auditing for the preparation of the audit report by the Audit and Supervisory Board Members and the accounting audit
report by the Accounting Auditor.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Distribution of Surplus

Based on its the policy of targeting a dividend payout ratio of 30-40%, the Company has positioned maintaining
internal reserves necessary for future business development in the sustainable growth process while paying out
stable dividends as its important shareholder return policy. Additionally, the Company considers ROE (Return on
Equity) to be a key management indicator and has been engaged in business activities targeting ROE of 10% in
FY2020. In an effort to proactively return its profits to shareholders, the Company proposes to distribute year-end
dividends for the 92nd Fiscal Term, as detailed below.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amount thereof
29 yen per share of common stock of the Company
Total amount of dividends: 2,492,767,906 yen(3) Effective date of the dividends from surplus
June 19, 2020-3-

Proposal No. 2:

Election of Nine (9) Directors

The terms of office of all ten (10) directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes to reduce the number of Directors by one and to elect nine (9) Directors inorder to improve the efficiency of the management system.
The candidates for Directors are as follows.
Proportion of external candidates 33.3%
Proportion of female candidates
11.1%
Name
(Date of birth)No.

Hiroshi Shimizu(July 1, 1953)
Mikio Sakai(October 6, 1959)

GenderMale

1

Reelected

2

Reelected

3

Reelected

Tomoki Matsumoto(December 20, 1960)

Male

4

Reelected

Tatsuji Omori(April 28, 1960)

Male

5

Reelected

Takashi Kadota(April 2, 1959)

Male

Male

Current positions and responsibilities in
the Company
President and CEO
Chief Executive Officer (CEO)Director
Senior Executive Officer
Director
Senior Executive Officer, Chief Financial
Officer (CFO)
Director
Senior Executive Officer
Director
Senior Executive Officer, Chief “ESG”
Officer (C“ESG”O)
Senior Executive Officer, Chief
Administrative Officer (CAO)

Newly
Takeshi TakasugiMaleelected(July 16, 1959)
Reelected
Kazuhiro Mishina
OutsideMale
Director
7(September 23, 1959)
Independent
DirectorReelected
Yuko Ueno
OutsideFemale Director
8(July 7, 1954)
Independent
DirectorReelected
Hidenori Nishi
OutsideMale
Director
9(January 6, 1951)
Independent
Director
Note: The name on the family registry of Yuko Ueno is Yuko Misaka.
6-4-Years ofservice(at theconclusion of
the Meeting)
16 years and 0month
5 years and 0
months5 years and 0
months3 years and 0
months2 year and 0month–
7 years and 0month

2 year and 0month

1 year and 0
month

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1977
Oct. 1994

1

Number of sharesof the Company
held

Joined the Company
Head of Development Office, Retail Business
Department, Soy Protein Sales Division
Oct. 1999
General Manager of New Ingredients Business
Department and General Manager of New
Hiroshi Shimizu
Ingredients Sales Department(July 1, 1953)
July 2001
General Manager of Specialty & Functional
Male
Food Ingredients Business Department
Reelected
June 2004
Director
Attendance at the Board of
42,200 shares
Apr. 2006
Chairman & President of Fuji Oil (Zhang Jia
Directors meetings:
Gang) Co., Ltd.
16/16 (100%)
Chairman & President of Fuji Oil (Zhang Jia
Years of service (at theGang Free Trade Zone) Co., Ltd.
conclusion of the Meeting):
Dec. 2007
Vice Chairman & President of Fuji Oil
16 years and 0 month(Beijing) Technology Trading Co., Ltd.
Apr. 2009Managing Director of the Company
Apr. 2012
Senior Managing Director
Apr. 2013
President and CEO (to present)
Oct. 2015
Chief Executive Officer (CEO) (to present)[Reason for nomination as a candidate for Director]
Mr. Hiroshi Shimizu was appointed Director in June 2004 and has acted as President and CEO since April 2013. During
the transition to a pure holding company in October 2015, he directed the reform of management system andconstructed the foundation for realizing the improvement of corporate value by sustainable growth of the Group,
through transferring authority to regional headquarters and strengthening overall governance functions in the Group.
The Company expects Mr. Shimizu to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1983
Apr. 2001

2

3

Number of sharesof the Company
held

Joined the Company
Head of Management Office, Soya Farm
Division
Apr. 2002
General Manager of Soya Farm Sales
Department, Soya Farm Division
Oct. 2004
General Manager of Specialty & Functional
Food Ingredients Sales Department, Specialty& Functional Food Ingredients Business
Division
Apr. 2009
Chairman & President of Fuji Oil (Beijing)
Mikio Sakai
Technology Trading Co., Ltd.
(October 6, 1959)
Apr. 2010
Chairman & President of Fuji Oil (Zhang Jia
MaleGang) Co., Ltd.
Reelected
Chairman & President of Fuji Oil (Zhang Jia
Attendance at the Board of
17,700 shares
Gang Free Trade Zone) Co., Ltd.
Directors meetings:
June 2012
President of FUJI VEGETABLE OIL INC.
16/16 (100%)Years of service (at theApr. 2013
Executive Officer of the Company
conclusion of the Meeting):
June 2015
Director (to present)
5 years and 0 months
Apr. 2016
Managing Executive Officer
Chief Strategy Officer (CSO)
Apr. 2019
Senior Executive Officer (to present)
Chairman of BLOMMER CHOCOLATE
COMPANY (to present)
Apr. 2020
President of FUJI SPECIALTIES, INC. (topresent)[Major concurrent position]
Chairman of BLOMMER CHOCOLATE COMPANY
President of FUJI SPECIALTIES, INC.
[Reason for nomination as a candidate for Director]
Mr. Mikio Sakai has experience as President of important subsidiaries of the Group in regions such as China andAmerica and was appointed Director in June 2015. Since April 2019 after serving as Chief Strategy Officer, he hastaken the lead in the international business by making full use of his business execution and management capabilities as
Chairman of BLOMMER CHOCOLATE COMPANY which is the core of the chocolate business in North America.
The Company expects Mr. Sakai to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.
Apr. 1985
Joined the Company
Apr.
2008
Head of Planning Office, Corporate Planning
Tomoki Matsumoto
Department(December 20, 1960)
Oct. 2010
General Manager of Corporate Planning
Male
Department,
Corporate Planning Division
Reelected
Apr. 2013
Executive Officer
Attendance at the Board of
11,300 shares
June 2015
Director (to present)
Directors meetings:
16/16 (100%)
Oct. 2015
Chief Financial Officer (CFO) (to present)
Years of service (at theApr. 2016
Managing Executive Officer
conclusion of the Meeting):
Apr. 2019
Senior Executive Officer (to present)
5 years and 0 months[Major concurrent position]
Director of FUJI OIL CO., LTD.
[Reason for nomination as a candidate for Director]
Mr. Tomoki Matsumoto has a wealth of business experience mainly in finance, accounting and corporate planning andhe was appointed Director in June 2015. He has worked as Chief Financial Officer since October 2015 when the
Company made the transition to a pure holding company structure and contributed to the proactive disclosure of theCompany information.
The Company expects Mr. Matsumoto to be able to further contribute to the improvement of corporate value of theGroup based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a
candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1983
Apr. 2004

4

5

Number of sharesof the Company
held

Joined the Company
President of Shandong Longteng Fuji
Foodstuffs Co., Ltd.
Apr. 2008
General Manager of Soy Protein Foods
Marketing Department III, Soy Protein Foods
Division, Soy Protein, Processed Foods
Company of the Company
Tatsuji Omori
Apr. 2013
Head of Office I, Marketing & Sales Division I,(April 28, 1960)
Sales Division
Male
Apr. 2014
Executive Officer
Reelected
Apr. 2014
General Manager of Marketing & Sales
Attendance at the Board of
12,600 shares
Division II, Sales Division
Directors meetings:
16/16 (100%)
Apr. 2015
General Manager of Emulsification &Years of service (at theFermented Food Division, Operation Divisionconclusion of the Meeting):
Apr. 2017
Executive Officer
3 years and 0 months
Chief Operations Officer (COO)
President and CEO of FUJI OIL CO., LTD. (topresent)
June 2017
Director (to present)
Apr. 2019
Senior Executive Officer (to present)[Major concurrent position]
President and CEO of FUJI OIL CO., LTD.
[Reason for nomination as a candidate for Director]
Following many years of experience working in the Sales Department, Mr. Tatsuji Omori served as President of aGroup subsidiary in China and General Manager. Since April 2017, he has taken the lead in domestic business bymaking full use of his business execution and management capabilities as President of FUJI OIL CO., LTD., which isthe core of the Group companies.
The Company expects Mr. Omori to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.
Apr. 1985
Joined the Company
Apr. 2015
Executive Officer
Takashi Kadota
General Manager of Engineering Development(April 2, 1959)
Department, Production Control Division
Male
Apr. 2016
Executive Officer, General Manager ofReelected
Engineering Development Division of FUJI
Attendance at the Board of
5,800 shares
OIL CO., LTD.
Directors meetings:
16/16 (100%)
Apr. 2017
Executive Officer of the Company
Years of service (at theApr. 2018
Chief Quality Officer (CQO)
conclusion of the Meeting):
June 2018
Director (to present)
2 year and 0 month
Apr. 2019
Chief “ESG” Officer (C“ESG”O) (to present)
Senior Executive Officer (to present)[Reason for nomination as a candidate for Director]
Mr. Takashi Kadota has worked in the engineering development department for a long period of time, has been
responsible for overseeing safety, quality, and production, and has spent time living in the United States and China.
From April 2018, he was in charge of safety, quality, and environmental strategies for the Group as Chief Quality
Officer of the Company. Since April 2019, he is responsible for promoting ESG management as Chief “ESG” Officer.
The Company expects Mr. Kadota to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1982
Sept. 2005
Jan. 2013

6

7

Number of sharesof the Company
held

Joined ITOCHU Corporation
President of Siam FamilyMart Co., Ltd.
Chief Operating Officer of Food Division,
ITOCHU Corporation
Apr. 2015
Executive Officer, Deputy President of theFood Company, ITOCHU Corporation
Takeshi TakasugiMar. 2017Retired from ITOCHU Corporation(July 16, 1959)
2,000 shares
Apr. 2017
Joined the Company
MaleManaging Executive Officer, General Manager
Newly electedof the Business Development Division
Apr. 2018
President of FUJI SPECIALTIES, INC.
Apr. 2019
Senior Executive Officer of the Company (topresent)
Apr. 2020
Chief Administrative Officer (CAO) (topresent)[Reason for nomination as a candidate for Director]
Mr. Takeshi Takasugi has broad sales and management experience in the food division of a major Japanese trading
company, and has a wealth of experience in overseas business. After joining the Company, he has managed the overseas
business development division and served as the regional headquarters company in the Americas. He has extensive
experience in the food business in both Japan and overseas, and since April 2020, he has played a leading role inpromoting the global management of the Group as the Chief Administrative Officer of the Company.
The Company expects Mr. Takasugi to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it nominates him as a candidate for Director.
Sept. 1989
Assistant Professor at Harvard Business School
Oct. 1995
Assistant Professor at Center for Investigationof Advanced Science and Technology, Japan
Advanced Institute of Science and Technology
Kazuhiro Mishina
Apr. 1997
Assistant Professor at School of Knowledge(September 23, 1959)
Science, Japan Advanced Institute of Science
Maleand Technology
Reelected
Oct. 2002
Assistant Professor at Graduate School of
OutsideBusiness Administration, Kobe University
Independent Director
Oct. 2004
Professor at Graduate School of Business
700 shares
Attendance at the Board of
Administration, Kobe University (to present)
Directors meetings:
June 2012
Independent Director of NICHIREI
16/16 (100%)CORPORATION
Years of service (at theJune 2013
Outside Director of the Company (to present)
conclusion of the Meeting):
June 2016
Independent Director of the Board of Nippon
7 years and 0 months
Paint Holdings Co., Ltd.
[Major concurrent position]
Professor at Graduate School of Business Administration, Kobe
University[Reason for nomination as a candidate for Outside Director]
Mr. Kazuhiro Mishina has been an academic who has years of experience in the forefront of corporate economic
research such as corporate strategies and theory of corporate managers.
He has not directly engaged in corporate management, but he works as an outside director at multiple companies andhas highly specialized knowledge along with a wealth of experience.
The Board of Directors of the Company expects Mr. Mishina to be able to properly execute duties as Outside Director
due to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for Outside Director.
[Matters concerning independence]
The Company has designated Mr. Kazuhiro Mishina as independent director/auditor under the provisions of the Tokyo
Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. In the event that Mr. Mishina is reelected, hewill continue to serve as independent director/auditor.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
May 1981
Aug. 1990

8

Number of sharesof the Company
held

Established World Design Corporation
President and CEO of Marketing Dynamics
Laboratory Co., Ltd.
Apr. 2004
Auditor of National University Corporation
Nara Women’s University
Yuko Ueno
June 2006
Outside Director of GUNZE LIMITED(Yuko Misaka)
Apr. 2009
Visiting Professor of Faculty of Agriculture,(July 7, 1954)
Ehime University
FemaleSept. 2010
President and CEO of Ueno Distribution
Reelected
Strategy Laboratory Co., Ltd. (to present)
OutsideJune 2014
Director of Incorporated Educational Institution
100 shares
Independent Director
Osaka Sangyo University
Attendance at the Board ofJune 2016
Councilor of Incorporated Educational
Directors meetings:
Institution Kobe Shoin Women’s University (to16/16 (100%)
present)
Years of service (at theJune 2018
Outside Director of the Company (to present)
conclusion of the Meeting):
Apr.
2020
Executive
Vice-President, Kobe University
2 year and 0 month(Part-time) (to present)[Major concurrent position]
President and CEO of Ueno Distribution Strategy LaboratoryCo., Ltd.
Executive Vice-President, Kobe University (Part-time)[Reason for nomination as a candidate for Outside Director]
Ms. Yuko Ueno has worked as a marketing consultant for many years, and has provided consultation to many
companies and local government agencies, etc.
In addition, she is involved in corporate management as a manager, works as an outside director for a listed company,and has a wealth of experience as well as an advanced level of insight.
The Board of Directors of the Company expects Ms. Ueno to be able to properly execute duties as Outside Director due
to the above mentioned reasons, and therefore, it has decided to nominate her as a candidate for Outside Director.
[Matters concerning independence]
The Company has designated Ms. Yuko Ueno as independent director/auditor under the provisions of the Tokyo Stock
Exchange, and has notified the Tokyo Stock Exchange to that effect. In the event that Ms. Ueno is reelected, she willcontinue to serve as independent director/auditor.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1975
Nov. 2002

Number of sharesof the Company
held

Joined Kagome Co., Ltd.
Director, Beverages Business Unit of Kagome
Co., Ltd.
June 2005
Director & Managing Executive Officer,
General Manager of Tokyo Sales Office,Kagome Co., Ltd.
June 2008
Director & Senior managing Executive Officer,
Head of Administration Department, Kagome
Co., Ltd.
Hidenori Nishi
Apr. 2009
President & Representative Director, Kagome(January 6, 1951)
Co., Ltd.
Male
Jan. 2014
Representative Director and Chairman,
Reelected
Kagome Co., Ltd.
OutsideIndependent Director
June 2014
Outside Director, NAGASE & CO., LTD. (to200 shares
Attendance at the Board ofpresent)
Directors meetings:(scheduled to retire the position in late-June,
13/13 (100%)2020)
Years of service (at theMar. 2016
Representative Director and Chairman,
conclusion of the Meeting):
Kagome Co., Ltd.
1 year and 0 monthMar. 2018
Stepped down as President and Chairman,
KAGOME Co., Ltd.
June 2019
Outside Director of the Company (to present)
June 2020
Independent Director of Terumo Corporation9(scheduled to assume the position in late-June,
2020)[Major concurrent position]
Independent Director of Terumo Corporation (scheduled toassume the position)[Reason for nomination as a candidate for Outside Director]
Mr. Hidenori Nishi has worked for many years in a global food products business and has abundant experience as asenior corporate manager, a deep knowledge of marketing, and a high level of insight into the food industry, theCompany’s core business area.
He also works as an outside director at the other publicly listed companies. The Company believes that he will be able
to use his many years of management experience to improve the oversight of the Company’s business operations andfurther improve the effectiveness of the Board of Directors.
The Board of Directors of the Company expects Mr. Nishi to be able to properly execute duties as Outside Director due
to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for Outside Director.
[Matters concerning independence]
The Company has designated Mr. Hidenori Nishi as independent director/auditor under the provisions of the Tokyo
Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. In the event that Mr. Nishi is reelected, hewill continue to serve as independent director/auditor. Kagome Co., Ltd., at which Mr. Nishi served as President &Representative Director and Representative Director and Chairman, has engaged in food product development activities
and has a business relationship with the Company and Mr. Nishi. The transaction amount in respect of this relationshipis minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that Mr. Nishi meets the requirements for Outside Directors under the Companies Act
and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there
are no obstacles or issues that would prevent him from carrying out his duties as an Outside Director of the Company.
[Matters of special mention concerning candidates for Director]- Policies and processes for selecting candidates for Director
Based on the “Fuji Oil Group Management Philosophy,” the Company has a policy to select as Director candidates people who
embody those values at a high level, possess rich real-world experience and great ability, are insightful, and can be expected tocontribute to the further development of the Group. In accordance with this policy, after receiving a report from the Nomination
and Compensation Advisory Committee, the Board of Directors determined such candidates.
- Special interests with the Company
There are no special interests between the candidates and the Company.
- Matters concerning candidates for Outside Director- 10 -

-Of the candidates for Director, Mr. Kazuhiro Mishina, Ms. Yuko Ueno and Mr. Hidenori Nishi are candidates for Outside Directorof the Company.
Outline of limited liability agreement with candidates for Outside Director
The Company has entered into a limited liability agreement with Mr. Kazuhiro Mishina, Ms. Yuko Ueno and Mr. Hidenori Nishi, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit ofliability for damages under the agreement is the minimum amount of liability set forth in Article 425, Paragraph 1 of theCompanies Act, when the Outside Directors perform his duties in good faith and without gross negligence. If the reelection of Mr.
Kazuhiro Mishina, Ms. Yuko Ueno and Mr. Hidenori Nishi is approved, the Company intends to extend the limited liability
agreements with them on the same terms and conditions.

- 11 -

Proposal No. 3:

Election of Two (2) Audit and Supervisory Board Members

At the conclusion of this General Meeting of Shareholders, the terms of office of Audit and Supervisory Board
Members, Mr. Hiroshi Kumabe and Mr. Kouichi Kusao will expire. Accordingly, the Company proposes to electtwo (2) new Audit and Supervisory Board Members.
The consent of the Audit and Supervisory Board has been obtained with respect to this proposal.
The candidate for Audit and Supervisory Board Member is as follows.
No.

Name
(Date of birth)

Past experience, positions in the Company
Apr. 1983
Apr. 2007

1

Number of sharesof the Company
held

Joined the Company
Head of Marketing Department, Tokyo IV,
Marketing Headquarters
Apr.
2009
Directorof Toraku Foods Co., Ltd.
Takehiko Sumiya
Apr.
2011
Presidentof Toraku Foods Co., Ltd.
(July 16, 1958)
Apr. 2014
Executive Officer of the Company
Male
11,500 shares
Newly elected
Apr. 2017
Chief Marketing Officer (CMO)
Attendance at the Board ofJune 2017
Director (to present)
Directors meetings:
Apr. 2019
Chief Administrative Officer (CAO)
16/16 (100%)
Senior Executive Officer (to present)
President of Toraku Foods Co., Ltd. (to present)(scheduled to retire from the position in June,
2020)
Reason for nomination as a candidate for Audit and Supervisory Board Member
Mr. Takehiko Sumiya was appointed as a Director of the Company in June 2017 after having held important positions inthe sales and marketing divisions of the Company. Then he has been engaged in the management of the Company as theChief Administrative Officer (CAO) and has served as President of the subsidiary company, Toraku Foods Co, Ltd.
(total term of office: 7 years). Since he has a wealth of knowledge and experience about the Company and its related
businesses, as well as experience in corporate management, the Company deems that he can utilize his insights andexperience effectively in the performance of his audit and supervisory duties, and has therefore nominated him as a
candidate for Audit & Supervisory Board Member.

- 12 -

No.

Name(Date of birth)

Past experience, positions in the Company
Oct. 1984
Apr. 1987

Number of sharesof the Company
heldPassed the National Bar Examination
Registered as an attorney; joined Oh-Ebashi
LPC & Partners
May 1991
Graduated from University of Virginia Schoolof Law
Hirohiko Ikeda
Sept. 1991
Worked at Weil, Gotshal & Manges LLP in
June 21, 1960
New YorkMale
0 shares
June 1992
Registered as an attorney in New York State
Newly elected
Apr. 1993
Partner of Oh-Ebashi LPC & Partners (toOutsidepresent)
Independent Director
Apr. 2010
Visiting Professor, Osaka University Law
School (to present)[Major concurrent positions]
2Partner of Oh-Ebashi LPC & Partners
Visiting Professor, Osaka University Law School[Reason for nomination as a candidate for Outside Audit and Supervisory Board Member]
Mr. Hirohiko Ikeda is a corporate law specialist with specialized knowledge as an attorney at law. He has many years ofexperience as an attorney at law, working on corporate legal and M&A projects. He has also worked as an attorney atlaw in America and has global legal experience through studying litigation and audit systems in the Asia Pacific region.
As a university lecturer, he is committed to training young people, and has a wealth of experience and insight.
The Company expects Mr. Ikeda to be able to properly execute duties as Outside Audit and Supervisory Board Member
due to the above mentioned reasons, and therefore, nominates him as a candidate for Substitute Outside Audit andSupervisory Board Member.
[Matters concerning independence]In the event that Mr. Hirohiko Ikeda assumes the office of Audit and Supervisory Board Member, the Company will
designate him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo
Stock Exchange to that effect.
[Matters of special mention concerning candidates for Audit and Supervisory Board Member]- Matters concerning a candidate for Outside Audit and Supervisory Board Member
Of the candidates for Audit and Supervisory Board Member, Mr. Hirohiko Ikeda is a candidate for Outside Audit and Supervisory
Board Member.
- Outline of limited liability agreement with candidates for Audit and Supervisory Board Member
In the event that Mr. Takehiko Sumiya and Mr. Hirohiko Ikeda are elected as Audit and Supervisory Board Members by approval
and resolution of this proposal, the Company intends to enter into a limited liability agreement with them, in accordance with theprovisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit of liability for damages
under the agreement is the minimum amount of liability set forth in Article 425, Paragraph 1 of the Companies Act, when the Audit
and Supervisory Board Members perform their duties in good faith and without gross negligence.
- Special interests with the Company
There are no special interests between each candidate for Audit and Supervisory Board Member and the Company.

- 13 -

Proposal No. 4:

Election of One (1) Substitute Audit and Supervisory Board Member

To prepare for the contingency that the number of Outside Audit and Supervisory Board Members falls below thenumber of Audit and Supervisory Board Members stipulated by laws and regulations, the Company proposes toelect one (1) Substitute Audit and Supervisory Board Member. The appointment of a Substitute Outside Audit andSupervisory Board Member shall be conditional upon the number of Outside Audit and Supervisory Board
Members falling below the number of Audit and Supervisory Board Members stipulated by laws and regulations,and the resolution of this proposal shall be effective until the opening of the first Ordinary General Meeting of
Shareholders to be held after this resolution. However, the effectiveness of the election under this proposal may becancelled by the resolution of the Board of Directors, provided such cancellation is made prior to the assumption of
office and with the consent of the Audit and Supervisory Board. The consent of the Audit and Supervisory Board
has been obtained with respect to this proposal. The candidate for Substitute Audit and Supervisory Board Member
is as follows.
Name(Date of birth)

Past experience, positions in the Company
Apr. 1986

Number of sharesof the Company
heldRegistered as an attorney at law
Joined Daiichi Law Office (current Daiichi Law Office,
P.C.)
June 2000
Outside Corporate Auditor of SHINYEI KAISHA
June 2015
Outside Director of SHINYEI KAISHA
Outside Auditor of EXEDY Corporation (to present)
Mar. 2016
Representative Partner of Daiichi Law Office, P.C. (toTadashi Fukuda
present)(March 4, 1953)
June 2016
Outside Corporate Auditor of Mitsubishi Tanabe PharmaMale
0 shares
Corporation (to present)
Reelected
OutsideMar. 2020
Outside Director of ES-CON JAPAN Ltd. (Audit andIndependent Auditor
Supervisory Committee member) (to present)[Major concurrent positions]Representative Partner of Daiichi Law Office, P.C.
Outside Auditor of EXEDY Corporation
Outside Corporate Auditor of Mitsubishi Tanabe Pharma Corporation
Outside Director of ES-CON JAPAN Ltd. (Audit and Supervisory
Committee member)[Reason for nomination as a candidate for Substitute Outside Audit and Supervisory Board Member]
Mr. Tadashi Fukuda is a corporate law specialist with specialized knowledge as an attorney at law. He works as an outside director
and outside auditor at multiple companies and has a wealth of experience as well as an advanced level of insight.
The Board of Directors of the Company expects Mr. Fukuda to be able to properly execute duties as Outside Audit and Supervisory
Board Member due to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for SubstituteOutside Audit and Supervisory Board Member.
[Matters concerning independence]In the event that Mr. Tadashi Fukuda assumes the office of Outside Audit and Supervisory Board Member, the Company intends todesignate him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock
Exchange to that effect.
[Matters of special mention concerning candidate for Substitute Audit and Supervisory Board Member]- Matters concerning a candidate for Substitute Outside Audit and Supervisory Board Member
Mr. Tadashi Fukuda is a candidate for Substitute Outside Audit and Supervisory Board Member.
- Outline of limited liability agreement with a candidate for Substitute Outside Audit and Supervisory Board Member
In the event that Mr. Tadashi Fukuda is elected as Substitute Outside Audit and Supervisory Board Member by approval andresolution of this proposal; and the number of Outside Audit and Supervisory Board Members falls below the number stipulated bylaw and Mr. Fukuda assumes the position of Outside Audit and Supervisory Board Member, the Company intends to enter into alimited liability agreement with him in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and the
Articles of Incorporation. The limit of liability for damages under the agreement is the minimum amount of liability set forth in
Article 425, Paragraph 1 of the Companies Act, when the Audit and Supervisory Board Member performs his duties in good faithand without gross negligence.
- Special interests with the Company
There are no special interests between Mr. Tadashi Fukuda and the Company.

- 14 -

Proposal No. 5:

Revision of Remuneration for Directors

The remuneration for Directors of the Company was approved at the 84th Ordinary General Meeting of
Shareholders held on June 26, 2012 to be not more than 600 million yen annually (including the amount of not
more than 30 million yen for Outside Directors). In light of the need to attract talented human resources as Outside
Directors and the level of remuneration required, the Company proposes to revise the remuneration of Outside
Directors included in the remuneration of Directors from not more than 30 million yen to not more than 50 million
yen. The remuneration of Outside Directors consists solely of a base salary, as in the past.
As previously, the aforementioned amount of remuneration for Directors excludes salaries for employees of
Directors who also serve as employees.
The number of Directors is ten at present (including three Outside Directors). If Proposal No. 2 is approved as
proposed, the number of Directors will become nine (including three Outside Directors).

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Proposal No. 6:

Determination of Amount and Other Details of Performance-Linked Share-BasedRemuneration Plan for Directors

1. Reasons for the proposal and reasons for justifying such remuneration plan
Remuneration for the Directors of the Company currently comprises basic remuneration and bonuses. This
proposal requests approval to introduce a performance-linked share-based remuneration plan (hereinafter the“Plan”) for the Directors of the Company (excluding Outside Directors; the same applies below). Please notethat the Company would like to entrust the Board of Directors with specifics of the Plan within the scope in 2.
below.
The Plan has the purposes to increase the motivation of Directors to contribute to improving corporate
performance and enhancing corporate value over the medium to long term by further clarifying the linkage
between the remuneration for Directors and the Company’s performance and share value, and by sharing boththe benefits and risk of stock price fluctuations by Directors and shareholders. Thus, the Company judges the
remuneration plan is appropriate.
This proposal is separate from the payment of remuneration for Directors within the maximum amount (600
million yen annually (including 50 million yen annually for Outside Directors)), for which we request approvalin Proposal No. 5. The new performance-linked share-based remuneration will be paid to Directors who holdoffice in a period of three years from the fiscal year ending March 31, 2021 to the fiscal year ending March 31,
2023 (hereinafter referred to as the “Applicable Period”).
Moreover, if Proposal No. 2 “Election of Nine (9) Directors” is approved as proposed, the number of Directors
eligible for the Plan will be six.
2. Amounts of remuneration etc. and other details under the Plan
(1) Outline of the Plan
The Plan is a share-based remuneration plan, under which the Company contributes money andestablishes a trust (hereinafter the “Trust”). The Trust shall acquire shares of the Company, and thenumber of such shares corresponding to the number of points granted to each Director by the Company,
shall be delivered to each Director through the Trust.
Shares of the Company shall be delivered to each Director at the time of his/her retirement from office inprinciple.
(i)Persons eligible for the Plan(ii) Applicable Period

Directors of the Company (excluding Outside Directors)
From the fiscal year ending March 31, 2021 to the fiscal year
ending March 31, 2023

The maximum amount of money that the Company shallcontribute as funds necessary to acquire the shares of the
Total: 600 million yen(iii)
Company for delivery to eligible Directors in (i) for the threeyear Applicable Period covered by (ii)
Either through the stock market (including in after-hours(iv) Method of acquisition of shares of the Company
trading) or through the disposal of treasury shares
The upper limit for the total number of points that the
100,000 points for each fiscal year(v)
Company shall grant to Directors mentioned in (i)Grant the number of points in accordance with their position(vi) Benchmark for granting points
and performance achievement level
Period for delivering the shares of the Company to Directors
At the time of retirement from office in principle(vii)
mentioned in (i)(2)

Maximum amount of money to be contributed by the Company
Initially the trust period of the Trust shall be approximately three years, and the Company shall establish
the Trust for the benefit of Directors who meet certain beneficiary requirements, by contributing, during
the Applicable Period, an amount not exceeding 600 million yen in total, as funds necessary for the Trustto acquire shares of the Company to be delivered to Directors under the Plan, as the remuneration for the
Directors in office during the Applicable Period. The Trust shall, using money entrusted by the Company,
acquire the shares of the Company either through the stock market (including in after-hours session) or
through the disposal of treasury shares.

- 16 -

Note: The monetary amount to be actually entrusted to the Trust by the Company shall be equal to thesum of the estimated necessary expenses such as trust fees and payment for the trust administrator, etc.
on top of the abovementioned funds for acquiring shares of the Company.
Note that the Plan may be continued, by resolution of the Board of Directors of the Company, byextending the Applicable Period until any time within five fiscal years prescribed each time and, in linewith this, extending the trust period of the Trust (including the case where the trust property of the Trustis transferred to another trust established by the Company for the identical purpose, effectively extending
the trust period; the same shall apply hereinafter). In this instance, during the extended Applicable Period,
the Company shall contribute additional money of the amount up to 200 million yen multiplied by the
number of fiscal years of the extended Applicable Period as the funds necessary to acquire additional
shares of the Company to be delivered to Directors under the Plan, and continue to grant points anddeliver shares of the Company described in (3) below.
Furthermore, even in the event that the Company does not extend the Applicable Period as describedabove and does not continue the Plan, then if, upon the expiry of the Trust Period, there are still Directors
who have already been granted points but not yet retired from office, the trust period of the Trust may be
extended until said Directors retire from office and the delivery of shares of the Company to them has
been completed.
(3)

Calculation method and maximum number of shares of the Company to be delivered to Directors(i) Method of granting points to Directors
The Company shall, pursuant to the Share Grant Regulations established by its Board of Directors,
grant to each Director the number of points in accordance with their position and performanceachievement level at the date of granting points set forth in the Share Grant Regulations during thetrust period.
However, the aggregate number of points to be granted by the Company to Directors shall be up to
100,000 points for each fiscal year.
(ii) Delivery of shares of the Company based on the number of points granted
Directors shall receive, in accordance with the procedure described in (iii) below, the delivery of
the number of shares of the Company based on the number of points granted under (i) above.
One point shall correspond to one share of the Company; provided, however, that in the event ofcircumstances that can reasonably justify adjustment to the number of the shares of the Company to
be delivered, such as share split or share consolidation, the Company shall make reasonableadjustment according to the ratio of such share split or share consolidation or other circumstances.
(iii) Delivery of shares of the Company to Directors
Delivery of shares of the Company to each Director as described in (ii) above shall be done fromthe Trust, subject to the completion of the prescribed beneficiary verification procedures by each
Director at the time of his/her retirement from office.
However, a certain portion of shares of the Company to be delivered may be sold/realized in the
Trust first for the purpose of the Company to withhold funds to pay taxes such as withholding taxes,
and delivered in the form of money in lieu of shares of the Company. In addition, in the event ofrealization of shares of the Company held in the Trust due to the settlement following thecircumstances such as subscription to a tender offer for shares of the Company held in the Trust, theTrust may also effect the delivery in the form of money in lieu of shares of the Company.

(4)

Exercise of voting rights
Pursuant to the instructions of the trust administrator who is independent from the Company and its
Directors, the voting rights associated with shares of the Company held in the Trust shall not be exercised
without exception, which will assure the neutrality of the Company’s management in relation to exercise
of voting rights of such shares.

(5)

Handling of dividends
Dividends on shares of the Company held in the Trust shall be received by the Trust, and shall beappropriated towards payment for acquisition of shares of the Company, trust fees for the trustee
associated with the Trust, etc.
- 17 -

[References] Remuneration for Directors (Following approval of the resolution)
If Proposal No. 6 is approved as proposed, a new share-based remuneration plan will be adopted for remunerationof the Directors of the Company, and a new remuneration plan for Directors will commence based on a new
remuneration system. The background to and policies for consideration of the new remuneration plan for Directors,
the remuneration system, determination of the remuneration level, the remuneration composition ratio and othermatters are described below.
<Background to the introduction of the new remuneration plan for Directors>
As part of the Company’s efforts to improve corporate governance, the Nomination and Compensation Advisory
Committee, of which Outside Directors comprises a majority, has discussed the framework of remuneration planfor Directors.
The Company proposes to revise the remuneration plan for Directors and introduce a performance-linked sharebased remuneration plan at this General Meeting of Shareholders with the purposes to increase the motivation of
Directors to contribute to improving the Company’s performance and enhancing corporate value over the medium
to long term by further clarifying the linkage between the remuneration for Directors and the Company’s
performance and share value, and by sharing both the benefits and risk of stock price fluctuations by Directors andshareholders.
<Policy>◆ A remuneration system that shares value with stakeholders such as shareholders◆ A remuneration system that increases the motivation of Directors to contribute to improving the Company’s
performance and enhancing corporate value over the medium to long term
◆ The process for determining the remuneration plan is for the decision to be made by the Board of Directors inlight of deliberation and advice from the Nomination and Compensation Advisory Committee, of which Outside
Directors comprises a majority<Remuneration system>◆ Consists of fixed basic remuneration and performance-linked remuneration.
◆ Performance-linked remuneration consists of performance-linked monetary reward (bonuses), which uses
consolidated operating profit as the KPI for the Company’s performance in a single fiscal year, and share-based
remuneration, which uses EPS (consolidated net income per share) and ROE (return on equity) for the current
year in the Mid-Term Management Plan as the KPI.
However, Outside Directors and Audit and Supervisory Board Members shall receive basic remuneration only
due to their role and from the view point of independence.
◆ The composition ratio for each remuneration shall be directed towards future basic remuneration: monetary
reward (bonuses): share-based remuneration = 1:1:1 and designed so that ratio of performance-linked
remuneration will increase with the improvement of the Company’s performance and corporate value.
[Outline of the remuneration plan for Directors](Current)

Directors
Outside Directors

Basic remuneration(fixed)○○Bonuses○－(Revised)

Directors
Outside Directors

Basic remuneration(fixed)○○Performance-linked remuneration
Monetary reward (bonuses)
Share-based remuneration○○－－- 18 -

<Determination of remuneration level>◆ The Nomination and Compensation Advisory Committee shall deliberate and advise the Board of Directors inlight of the levels paid by companies in the same industry as the Company and companies of a similar size
based on director remuneration survey data from an external specialist organization.
<Remuneration composition ratio>◆ If the level of corporate performance achieved is 100% relative to the KPI, it is intended that the composition
ratio for the CEO’s remuneration shall be as follows.
* Since the amount of performance-linked remuneration is determined according to the level of corporate
performance achieved, the composition ratio of remuneration fluctuates.
◆ Compared to the current remuneration plan for Directors, the ratio of performance-linked remuneration is larger
in the revised plan by adopting share-based remuneration which reflects the level of achievement of the MidTerm Management Plan and improvement of corporate value (share value).
Current remuneration plan for Directors

Revised remuneration plan for
Directors
Share-based remuneration: 17%

Performancelinked remuneration

Bonuses: 28%

Fixed remuneration

Basic remuneration: 72%

Monetary reward (bonuses): 21%- 19 -

Basic remuneration: 62%