[Translation]

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

Securities code: 2109
February 5, 2021
To Our Shareholders:
Taku Morimoto
President and CEO
Mitsui Sugar Co., Ltd.
36-2, Nihonbashi-Hakozakicho,
Chuo-ku, TokyoNOTICE OF THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
Please take notice that the Extraordinary General Meeting of Shareholders of Mitsui Sugar Co.,
Ltd. (the “Company”) will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by using one of
the following methods. Please review the “Reference Documents for the Extraordinary General
Meeting of Shareholders” and exercise your voting rights no later than 5:30 p.m. on Friday, February
19, 2021 as described hereafter.
In the case that voting rights are exercised in duplicate, via both postal mail and the Internet, the voting
via the Internet shall be deemed valid.
[Voting in Writing]
Please indicate your approval or disapproval in respect of the proposals on the enclosed Voting Rights
Exercise Form and send the form back so that it reaches us by no later than the above mentioned
exercise date.
[Voting via the Internet]
Please review the “Guidance of Exercise Voting Rights via the Internet, etc.” as described hereafter(Japanese only) and exercise your voting rights no later than the above mentioned exercise date.

Meeting Details
1. Date and Time:

Monday, February 22, 2021 at 13:00 (Japan Standard Time)(The reception desk will open at 12:00)

2. Venue:

Ariake (2F)Royal Park Hotel
2-1-1, Nihonbashi-Kakigaracho, Chuo-ku, Tokyo-1-

[Translation]

3. Purpose:
Items to be resolved:
Approval of Share Exchange Agreement
Proposal 1:
Approval of Absorption-Type Company Split Agreement
Proposal 2:
Partial amendment to the Articles of Incorporation
Proposal 3:
Election of seven (7) Directors (excluding Directors who are Audit &Proposal 4:
Supervisory Committee Members)
Election of three (3) Directors who are Audit & Supervisory
Proposal 5:
Committee Members
Determination of amounts of remuneration for Directors (excluding
Proposal 6:
Directors who are Audit & Supervisory Committee Members)
Determination of amounts of remuneration for Directors who are
Proposal 7:
Audit & Supervisory Committee Members-2-[Translation]

Reference Documents for
the Extraordinary General Meeting of Shareholders

Proposal 1:

Approval of Share Exchange Agreement

The Company and Dai-Nippon Meiji Sugar Co., Ltd. (hereinafter referred to as “Dai-Nippon
Meiji”) have reached a final agreement, after repeated discussions and deliberations, on thebusiness integration between the Company and Dai-Nippon Meiji (hereinafter referred to as the“Business Integration”) which was announced in the “Notice Regarding Commencement of
Talks for Business Integration between Mitsui Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co.,
Ltd. and Capital and Business Alliance between Mitsui Sugar Co., Ltd., Dai-Nippon Meiji
Sugar Co., Ltd. and Nippon Beet Sugar Manufacturing Co., Ltd.” dated March 25, 2020 andconcluded a master integration agreement and a share exchange agreement (hereinafter referred
to as the “Share Exchange Agreement”) between the two companies in accordance with theresolutions by the meetings of the Board of Directors of both companies held on October 15,
2020.
The share exchange in accordance with the Share Exchange Agreement (hereinafter referred toas the “Share Exchange”) will be implemented as part of a series of transactions for theBusiness Integration between the Company and Dai-Nippon Meiji and is scheduled to takeeffect on April 1, 2021 (scheduled) (hereinafter referred to as “Integration Date”) upon approvalat this extraordinary general meeting of shareholders.
You are thus respectfully requested to approve the Share Exchange Agreement.
1. Reasons for Conducting the Share Exchange
The business environment surrounding the Company and Dai-Nippon Meiji is becoming
increasingly severe due to an increased exposure to global competition resulting from a progressin the TPP and economic partnership agreements with many countries, in addition to thedeclining population and the diversification of demand for sweeteners. In responding to theseissues, it is necessary to further strengthen business bases of both companies.
Against this backdrop, the Company and Dai-Nippon Meiji, which both have many years ofexperience in the Japanese sugar manufacturing industry, continued discussions for the Business
Integration in order to further strengthen the foundation of a stable domestic supply system bycombining their extensive management know-how, including long accumulated production
technology, quality and cost control methods, logistics, and raw material procurement, and tostrengthen international competitiveness to grow as companies. The Company and Dai-Nippon
Meiji are pleased to announce that a final agreement on the Business Integration has beenreached.
The Company and Dai-Nippon Meiji aim to become a company with a solid profit base andgrowth potential by maintaining a secure and sustainable supply system through the promotionof efficiency in supply chain and operational management and the reinforcement of production
systems, enhancing group management, and strengthening portfolio allocation to R&D andgrowth areas, by concentrating and reallocating the management resources of both companies,
such as human resources and funds, through the Business Integration.
2. Outline of the Content of the Share Exchange Agreement
The content of the Share Exchange Agreement concluded by the Company and Dai-Nippon
Meiji on October 15, 2020 is as follows.

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[Translation](A copy of the agreement follows.)
Share Exchange Agreement
This Share Exchange Agreement (hereinafter referred to as the “Agreement”) shall be enteredinto by and between Mitsui Sugar Co., Ltd. (hereinafter referred to as “Mitsui Sugar”) and DaiNippon Meiji Sugar Co., Ltd. (hereinafter referred to as “Dai-Nippon Meiji”) on October 15,
2020 as follows.
Article l(Share Exchange)
Mitsui Sugar and Dai-Nippon Meiji will conduct a share exchange as Mitsui Sugar as thewholly-owning parent company and Dai-Nippon Meiji as the wholly-owned subsidiary(hereinafter referred to as the “Share Exchange”) in accordance with this Agreement.
Article 2(Corporate name and address)
The corporate name and address of the wholly-owning parent company and the whollyowned subsidiary in the Share Exchange shall respectively be as follows.
(1) Wholly-owning parent company in Share Exchange
Corporate name: Mitsui Sugar Co., Ltd. (scheduled to be changed to “Mitsui DM Sugar
Holdings Co., Ltd.” as of the Effective Date (defined in Article 5))
Address:
36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan(2) Wholly-owned subsidiary in Share Exchange
Corporate name: Dai-Nippon Meiji Sugar Co., Ltd.
Address:
2-1-1, Uchisaiwaicho, Chiyoda-ku, Tokyo, Japan
Article 3(Shares to be delivered upon the Share Exchange and their Allotment)
1. Upon the Share Exchange, Mitsui Sugar shall deliver the shares of its common stock to theshareholders of Dai-Nippon Meiji at the time immediately prior to Mitsui Sugar’s
acquisition of all issued shares of Dai-Nippon Meiji (excluding, however, Mitsui Sugar;
hereinafter referred to as “Shareholder Subject to Allotment”) in the number obtained bymultiplying the total number of shares of common stock of Dai-Nippon Meiji held by the
Shareholders Subject to Allotment by 63.35 in exchange for shares of common stock of
Dai-Nippon Meiji held by the Shareholder Subject to Allotment.
2.

Upon the Share Exchange, Mitsui Sugar shall allocate 63.35 shares of its common stock foreach 1 (one) share of common stock of Dai-Nippon Meiji held by each Shareholders
Subject to Allotment.

3.

In case any fraction of less than 1 (one) share arises in the number of shares of Mitsui
Sugar’s common stock to be allocated to any Shareholder Subject to Allotment pursuant to
the provisions of the two preceding sections, Mitsui Sugar shall treat those fractions inaccordance with Article 234 of the Companies Act and provisions of any other relevantlaws and regulations.

Article 4(Matters pertaining to the stated capital and capital reserves of Mitsui Sugar)
The amount of the stated capital and capital reserves of Mitsui Sugar that will increase as aresult of the Share Exchange shall be determined separately by Mitsui Sugar in accordancewith Article 39 of the Regulation on Corporate Accounting.
Article 5(Effective date of the Share Exchange)
The date on which the Share Exchange shall take effect (hereinafter referred to as the“Effective Date”) shall be April 1, 2021. Provided, however, in case the Effective Dateneeds to be amended for procedural necessities of the Share Exchange or for other reasons,Mitsui Sugar and Dai-Nippon Meiji may amend it upon consultation and agreement.
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[Translation]

Article 6(Approval of the Agreement)
1. Mitsui Sugar shall hold a shareholders meeting by the day one day prior to the Effective
Date and seek approval from the shareholders by resolution of the shareholders meeting on
the matters requiring a shareholders meeting approval for this Agreement and the Share
Exchange.
2. Dai-Nippon Meiji shall obtain approval from the shareholders by resolution of theshareholders meeting (including a case where a resolution of a shareholders meeting isdeemed to have been made pursuant to Article 319, paragraph (1) of the Companies Act) by
the day one day prior to the Effective Date.
Article 7(Change and cancellation of the Agreement)
Mitsui Sugar and Dai-Nippon Meiji may amend or cancel this Agreement by consultation
and agreement between the parties any time during the period from the concluding date ofthis Agreement to the day one day prior to the Effective Date.
Article 8(Effect of the Agreement)This Agreement shall cease to be effective in case: (i) an approval by resolution of ageneral meeting of shareholders of Mitsui Sugar or Dai-Nippon Meiji as specified in
Article 6 fails to be obtained by the day one day prior to the Effective Date, (ii) approvals
or its equivalent by competent authorities required for the execution of the Share Exchange
fail to be obtained by the same date, or (iii) this Agreement is cancelled pursuant to theforegoing article by the same date.
Article 9(Jurisdiction)
For any and all disputes between Mitsui Sugar and Dai-Nippon Meiji regarding thisAgreement, the Tokyo District Court shall be the agreed court with exclusive jurisdiction
for the first instance.
IN WITNESS WHEREOF, the parties hereto shall cause two originals of this Agreement to be
duly executed by signing or affixing the name and seal of the company representative and eachparty shall retain one copy thereof.
October 15, 2020
Mitsui Sugar:

36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan
Mitsui Sugar Co., Ltd.
Daisuke Saiga
President & CEO (Seal)

Dai-Nippon Meiji:

2-1-1, Uchisaiwaicho, Chiyoda-ku, Tokyo, Japan
Dai-Nippon Meiji Sugar Co., Ltd.
Yu SatoPresident & CEO (Seal)

3.

Summary of Matters to be Prescribed, as Specified in Article 193 of the Ordinance for
Enforcement of the Companies Act(1) Particulars regarding the appropriateness of consideration
1) Particulars regarding the total number and allotment of consideration
In concluding the Share Exchange Agreement, the Company judged that the total number
and allotment of consideration are appropriate as described below. The Company also
judged that no event that significantly affects such a judgment had since occurred either.
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[Translation]i) Details of allotment in the Share Exchange
Share allotment ratio in the Share
Exchange

Company(Wholly-owning parent company)

Dai-Nippon Meiji(Wholly-owned subsidiary)

1

63.35

Number of shares to be delivered in the
Share Exchange

Common shares: 6,738,222

Notes: 1. Share allotment ratio in the Share Exchange (hereinafter referred to as the“Share Exchange Ratio”): For each share of Dai-Nippon Meiji common stock,
63.35 shares of the Company common stock will be allocated and delivered.
2. Number of shares to be delivered by the Company through the Share Exchange:
Through the Share Exchange, the Company will allot and deliver a total of
6,738,222 shares of its common stock to Mitsubishi Corporation (hereinafterreferred to as “Mitsubishi”) and Nippon Beet Sugar Manufacturing Co., Ltd., theshareholders of Dai-Nippon Meiji at the time immediately prior to theCompany’s acquisition of all issued shares of Dai-Nippon Meiji. 2,431,922
shares of treasury stock held by the Company will be appropriated for the shares
to be delivered, and newly issued common stock will be appropriated to theremainder of shares to be delivered. Dai-Nippon Meiji will newly issue 66,365
common shares by the day immediately prior to the Integration Date throughthird-party allotment to Mitsubishi with the total amount to be paid-in being
8,400,017,145 yen (hereinafter referred to as the “Third-Party Allotment”).
ii) Basis and Reasons for Allotment
As described below in section 5) “Measures to Ensure Fairness,” in order to ensure thefairness of the Share Exchange, including the fairness of the Share Exchange ratio, theCompany has appointed Nomura Securities Co., Ltd. (hereinafter referred to as“Nomura”) as a third-party calculation agent and commenced a full-scale considerationof the Business Integration including the Share Exchange.
As described below in section 5) “Measures to Ensure Fairness,” based on the statementof share exchange ratio calculation submitted by Nomura, as well as the advice theCompany received from Nishimura & Asahi, the Company’s legal advisor, and theresults of the due diligence conducted on Dai-Nippon Meiji, etc., the Company has
carefully and repeatedly negotiated and discussed the Share Exchange Ratio with DaiNippon Meiji, comprehensively taking into account the Company’s stock price, thefinancial conditions of the Company and Dai-Nippon Meiji, future prospects, and otherfactors. As a result, the Company determined the Share Exchange Ratio to beappropriate, and the Company and Dai-Nippon Meiji resolved at the respective Board of
Directors meetings held on October 15, 2020 to conclude the Share Exchange
Agreement, which sets forth the Share Exchange Ratio.
iii) Matters Concerning Calculationa) Name of Calculation Agent and Its Relationship with the Company and Dai-Nippon
Meiji
Nomura, the Company’s third-party calculation agent, is independent from, and is nota related party of, either the Company or Dai-Nippon Meiji and has no materialinterest to be noted in connection with the Share Exchange.
b) Summary of Calculation
With regard to the Company, Nomura performed calculation by adopting the average
market share price analysis, because a market price for the Company’s shares exists
since the Company’s shares are listed on the Tokyo Stock Exchange; the comparable-6-

[Translation]company analysis, because it is possible to estimate the share value of the Company
by analogy with comparable listed companies that exist; and the discounted cash flow
analysis (hereinafter referred to as the “DCF analysis”), for the purpose of reflecting
the state of future business activities in the evaluation.
With regard to Dai-Nippon Meiji, Nomura performed calculation by adopting thecomparable company analysis, because it is possible to estimate the share value of the
Dai-Nippon Meiji by analogy with comparable listed companies that exist eventhough Dai-Nippon Meiji is unlisted, and the DCF Analysis, for the purpose ofreflecting the state of future business activities in the evaluation.
Regarding the average market share price analysis, with October 14, 2020 as thecalculation reference date, the closing price on the Tokyo Stock Exchange on thereference date and average closing prices for periods of 5 business days, 1 month, 3
months, and 6 months immediately prior to the reference date were used.
The result of calculation by each method, with the value of the Company stock pershare set to 1, is as given below.
Company

Dai-Nippon Meiji

Share Exchange Ratio Calculated

Average market share price method

Comparable company analysis

27.43 – 132.81

Comparable company analysis

Comparable company analysis

23.76 – 169.27

DCF analysis

DCF analysis

50.23 – 69.66

In calculating the Share Exchange Ratio, Nomura used the information provided by
the Company and Dai-Nippon Meiji and publicly available information, etc.,
assuming that all such materials, information, etc. were accurate and integral, andNomura did not independently verify their accuracy and integrity. In addition,
Nomura did not conduct an independent evaluation, appraisal, or calculation of anyof the assets or liabilities (including contingent liabilities) of the Company, DaiNippon Meiji, and their respective affiliates, including the analysis and valuation ofindividual assets and liabilities; nor did it make any request for appraisal orassessment to a third-party agent. The calculation of the Share Exchange Ratio by
Nomura reflects information and economic conditions available up to the calculationreference date, and it is assumed that financial forecasts (including profit plans andother information) of both the Company and Dai-Nippon Meiji have been reasonably
examined or prepared on the basis of the best and faithful forecasts and judgments
currently available to the managements of the Company and Dai-Nippon Meiji.
The profit plan of the Company used by Nomura as a basis for the DCF Analysis
contains fiscal years in which a significant increase or decrease in profit is expected.
Specifically, for the fiscal year ending March 2022, a recovery of the economic
situation from the previous fiscal year, which was affected by the outbreak of
COVID-19, is assumed in the prospective business environment for the Company,
and a profit increase is expected owing to a decrease in one-time expenses related tothe development of a former plant site and other factors. In the fiscal year ending
March 2023, a profit increase is expected owing to recovery and growth in overseas
business driven by improved business environment and to a decrease in depreciation
and amortization, etc. On the other hand, the profit plan of Dai-Nippon Meiji used by
Nomura as a basis for the DCF analysis does not contain any fiscal year in which asignificant increase or decrease in profit is expected.

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[Translation]iv) Prospects and Reasons for Delisting
N/Av) Measures to Ensure Fairness
The Company has taken the following measures to ensure the fairness of the Share
Exchange, including the fairness of the Share Exchange Ratio.
a) Acquisition of a Calculation Statement from an Independent Third-party Calculation
Agent
To ensure the fairness of the Share Exchange, the Company appointed Nomura as athird-party calculation agent independent from the Company and Dai-Nippon Meiji
and received a statement of share exchange ratio calculation intended to serve as thebasis for an agreement on the Share Exchange Ratio to be used in the Share
Exchange. The Company did not obtain a fairness opinion from a third-party
calculation agent to the effect that the Share Exchange Ratio is appropriate from afinancial standpoint.
b) Advice from Independent Law Firm
The Company appointed Nishimura & Asahi as its legal advisor for the Business
Integration including the Share Exchange and obtained advice from a legal standpointon the various procedures for the Business Integration including the Share Exchange
as well as the method, processes, etc. of decision-making by the Board of Directors.
Nishimura & Asahi is independent from the Company and Dai-Nippon Meiji and has
no material interest in either company.
vi) Measures to Avoid Conflicts of Interest
No special measures to avoid conflicts of interest have been taken in connection with the
Share Exchange as there are no particular conflicts of interest between the Company and
Dai-Nippon Meiji.
2) Particulars regarding the increases in stated capital, capital reserves, etc. of the Company asa result of the Share Exchange
The amount of the stated capital and capital reserves of the Company that will increase as aresult of the Share Exchange shall be determined by the Company in accordance with
Article 39 of the Regulation on Corporate Accounting.
The Company has judged this to be appropriate because the Company will be required todetermine the amounts within the scope of laws and regulations after comprehensively
considering the Company’s capital policy and other factors.
(2) Treatment of Share Options and Bonds with Share Options under Share Exchange
Dai-Nippon Meiji has not issued any share option or bonds with share option.
(3) Financial Statements, Etc. of Dai-Nippon Meiji for the Most Recent Fiscal Year
Details of financial statements, etc. of Dai-Nippon Meiji for the most recent fiscal year
(from April 1, 2019 to March 31, 2020) are provided on the Company’s website(https://www.mitsui-sugar.co.jp/) pursuant to laws, regulations, and the Company’s Articles
of Incorporation.

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[Translation](4) Particulars regarding material disposal of assets, etc. occurring after the last day of the mostrecent fiscal year at companies party to the Share Exchange Agreement
1) Company
The Company plans to implement absorption-type company split in accordance with theAbsorption-Type Company Split Agreement upon the approval of Proposal 2, “Approval of
Absorption-Type Company Split Agreement” at this extraordinary general meeting ofshareholders. For details, refer to Proposal 2, “Approval of Absorption-Type Company
Split Agreement.”
As of March 31, 2020, the Company and Mitsubishi own 57.3% and 27.2% of the issued
shares of Hokkaido Sugar Co., Ltd. (hereinafter referred to as “Hokkaido Sugar”),
respectively. Mitsubishi plans to transfer all of its shares in Hokkaido Sugar to theCompany by the day immediately prior to the Integration Date.
Furthermore, the Company sold some of its investment securities in the third quarter of the
fiscal year ending March 31, 2021 and recorded a gain on sales of investment securities as
extraordinary income.
2) Dai-Nippon Meiji
Dai-Nippon Meiji plans to pay a dividend of surplus up to the total amount of 22.4 billion
yen by the day immediately prior to the Integration Date after completing the Third-Party
Allotment.
Dai-Nippon Meiji also plans to transfer a part of its food business to Mitsubishi
Corporation Life Sciences Ltd., a wholly-owned subsidiary of Mitsubishi, by the day
immediately prior to the Integration Date.

-9-[Translation]

Proposal 2:

Approval of Absorption-Type Company Split Agreement

Whereas, in the “Notice Regarding Conclusion of Share Exchange Agreement with Dai-Nippon
Meiji Sugar Co., Ltd., Reorganization into a Holding Company Structure through AbsorptionType Company Split, Corporate Name Change, and Changes in Other Associated Companies
and Major Shareholders” dated October 15, 2020, the Company announced that it had been
resolved to conclude a master integration agreement and a share exchange agreement with DaiNippon Meiji Sugar Co., Ltd. and to reorganize into a holding company structure throughabsorption-type company split of the Company (hereinafter referred to as the “Absorption-Type
Company Split”), the Company, in accordance with the resolution of the meeting of the Boardof Directors dated November 25, 2020, concluded an absorption-type company split agreement(hereinafter referred to as the “Absorption-Type Company Split Agreement”) with its whollyowned subsidiary Mitsui Sugar Split Preparation Co., Ltd. (hereinafter referred to as the“Company Split Preparation Company”), which has been established as the Company’s whollyowned subsidiary on October 16, 2020 and is scheduled to change its corporate name to “Mitsui
Sugar Co., Ltd.,” subject to the effectuation of the Share Exchange and the Absorption-Type
Company Split, in order to have the Company Split Preparation Company succeed allbusinesses of the Company, excluding group management business, real estate business(including real estate leasing business and solar power generation business), asset managementbusiness (including the business related to the management of commercial real estate and idle
real estate and the management of development and marketing rights of fingolimod (FTY720)),and the business related to the operation and administration of representative offices outside
Japan.
You are thus respectfully requested to approve the Absorption-Type Company Split Agreement.
The Absorption-Type Company Split will be implemented as part of a series of transactions for
the Business Integration and will take effect subject to the approval and adoption of Proposal 1“Approval of Share Exchange Agreement,” as originally proposed, and subject to theeffectuation of the Share Exchange.
1. Reasons for Conducting the Absorption-Type Company Split
As described in 1. “Reasons for Conducting the Share Exchange” in Proposal 1, “Approval of
Share Exchange Agreement.”
2. Outline of the Content of the Absorption-Type Company Split Agreement
The content of the Absorption-Type Company Split Agreement concluded by the Company andthe Company Split Preparation Company on November 25, 2020 is as follows.

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[Translation](A copy of the agreement follows.)
Absorption-Type Company Split Agreement
This absorption-type company split agreement (hereinafter referred to as the “Agreement”) shallbe entered into by and between Mitsui Sugar Co., Ltd. (hereinafter referred to as “Mitsui
Sugar”) and Mitsui Sugar Split Preparation Co., Ltd. (hereinafter referred to as “MSSPC”) on
November 25, 2020 as follows with regard to the absorption-type company (hereinafter referred
to as the “Absorption-Type Company Split”) split which causes MSSPC to succeed the rights
and obligations that Mitsui Sugar has with regard to all of the latter’s businesses excludinggroup management business, real estate business (including real estate leasing business andsolar power generation business), asset management business (including the business related tothe management of commercial real estate and idle real estate and the management ofdevelopment and marketing rights of fingolimod (FTY720)), and the business related to theoperation and administration of representative offices outside Japan (hereinafter referred to as
the “Succeeded Businesses”).
Article 1(Absorption-Type Company Split)
Pursuant to the provisions of this Agreement, Mitsui Sugar shall cause MSSPC to succeed
the rights and obligations subject to succession (defined in Article 3, paragraph (1)) which
Mitsui Sugar has with regard to Succeeded Businesses, and MSSPC shall succeed thoserights and obligations through an absorption-type split as specified in Article 2, item (29) of
the Companies Act.
Article 2(Corporate name and address)
The corporate name and address of the splitting company and the succeeding company inan absorption-type split shall respectively be as follows.
(1) Splitting Company
Corporate name: Mitsui Sugar Co., Ltd. (scheduled to be changed to “Mitsui DM
Sugar Holdings Co., Ltd.” as of the Effective Date (defined in
Article 6))
Address:
36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan(2) Succeeding Company
Corporate name: Mitsui Sugar Split Preparation Co., Ltd. (scheduled to be changed to“Mitsui Sugar Co., Ltd.” as of the Effective Date)
Address:
36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan
Article 3(Rights and obligations to be succeeded to)
1. Assets, liabilities, contracts, and other rights and obligations which MSSPC shall succeed
from Mitsui Sugar through the Absorption-Type Company Split (hereinafter referred to as
the “Rights and Obligations Subject to Succession”) shall be as specified in the appendix,“Statement of Rights and Obligations Subject to Succession.” Provided, however,succession of rights and obligations that requires an approval by a competent governmental
authority or a consent from the counter-party of a contract or any other third party etc.,
shall be subject to obtaining such relevant approval or consent.
2.

Any assumption of debt or any other obligations to be succeeded by MSSPC from Mitsui
Sugar through the Absorption-Type Company Split shall be made by way of discharging
Mitsui Sugar of such debts and obligations. In case Mitsui Sugar pays the debts or performs
the obligations which are subject to succession pursuant to Article 759, paragraph (2) of theCompanies Act, Mitsui Sugar may claim compensation from MSSPC for the entire amountof the debts paid or the obligations performed.

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[Translation]

Article 4(Money, etc. to be delivered upon Absorption-Type Company Split)
MSSPC will not deliver shares or other consideration including money to Mitsui Sugar
upon Absorption-Type Company Split.
Article 5(Matters pertaining to the stated capital and capital reserves of MSSPC)
The stated capital, capital reserves, and retained earnings reserves of MSSPC shall notincrease as a result of the Absorption-Type Company Split.
Article 6(Effective Date of the Absorption-Type Company Split)
The date on which the Absorption-Type Company Split shall take effect (hereinafterreferred to as the “Effective Date”) shall be April 1, 2021. If, however, it needs to beamended for procedural necessities of the Absorption-Type Company Split or for otherreasons, Mitsui Sugar and MSSPC may amend it upon consultation and agreement.
Article 7(Approval of the Agreement)
1. Mitsui Sugar shall hold a general meeting of shareholders by the day immediately prior to
the Effective Date and seek approval from the shareholders by resolution of theshareholders meeting on the matters requiring a shareholders meeting approval for thisAgreement and the Absorption-Type Company Split.
2. In accordance with Article 796, paragraph (1) of the Companies Act, MSSPC may conduct
the Absorption-Type Company Split without an approval by resolution of the shareholders
meeting on this Agreement.
Article 8(Condition for the Effectuation of the Absorption-Type Company Split)
The Absorption-Type Company Split shall only take effect under the condition that theshare exchange in accordance with the Share Exchange Agreement between Mitsui Sugarand Dai-Nippon Meiji Sugar Co., Ltd. dated October 15, 2020 has taken effect on the
Effective Date.
Article 9(Non-compete obligation)
Mitsui Sugar shall owe no non-compete obligation whatsoever to MSSPC with regard to
Succeeded Businesses even after the Absorption-Type Company Split takes effect.
Article 10 (Change and cancellation of the Agreement)
Mitsui Sugar and MSSPC may amend or cancel the Agreement upon consultation andagreement any time during the period from the concluding date of this Agreement to the
day immediately prior to the Effective Date.
Article 11 (Effect of the Agreement)This Agreement shall cease to be effective if an approval by resolution of a general meetingof shareholders of Mitsui Sugar as specified in Article 7, paragraph (1) fails to be obtainedby the day immediately prior to the Effective Date; if approvals by competent authorities
required for the execution of the Share Exchange fail to be obtained by the same date; or if
this Agreement is cancelled pursuant to the foregoing article by the same date.
Article 12 (Jurisdiction)
For any and all disputes between Mitsui Sugar and MSSPC regarding this Agreement, theTokyo District Court shall be the agreed court with exclusive jurisdiction for the first
instance.
IN WITNESS WHEREOF, the parties hereto shall cause two originals of the Agreement to be
duly executed by signing or affixing name and seal of the company representative, and eachparty shall retain one copy thereof.
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[Translation]

November 25, 2020
Mitsui Sugar:

36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan
Mitsui Sugar Co., Ltd.
Taku Morimoto
President & CEO (Seal)

MSSPC:

36-2, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo, Japan
Mitsui Sugar Split Preparation Co., Ltd.
Taku Morimoto
President & CEO (Seal)- 13 -

[Translation]

Appendix
Statement of Rights and Obligations Subject to Succession
Assets, liabilities, contracts, and other rights and obligations which MSSPC shall succeed from
Mitsui Sugar through the Absorption-Type Company Split shall be as follows.
1. Assets
Any and all assets that Mitsui Sugar owns with regard to Succeeded Businesses immediately
prior to the effectuation of the Absorption-Type Company Split, including any and all
investment securities held by Mitsui Sugar and any and all fixed assets, except real estate
property pertaining to Mitsui Sugar’s head office, excluding those specified in each of following
items.
(1) Shares or equity of companies specified below that Mitsui Sugar holds immediately prior
to the effectuation of the Absorption-Type Company Split
1) MSSPC
2) Dai-Nippon Meiji Sugar Co., Ltd.
3) COFCO Sugar Liaoning Co., Ltd.
4) HANY SUGAR(2) Any and all real estate properties that Mitsui Sugar owns with regard to Succeeded
Businesses immediately prior to the effectuation of the Absorption-Type Company Split(hereinafter referred to as “Real Estate Properties”).
(3) Loans to affiliates
2. Liabilities and debt
Any and all liabilities and debt borne by Mitsui Sugar with regard to Succeeded Businesses
immediately prior to the effectuation of the Absorption-Type Company Split, excluding thosespecified in each of following items.
(1) Loans(2) Bonds(3) Debt pertaining to commercial paper(4) Accrued interest(5) Deposits from subsidiaries or affiliates(6) Debt on construction cost payable pertaining to Real Estate Properties(7) Provision for directors’ bonuses and provision for executive officers’ bonuses(8) Unpaid dividends(9) Asset retirement obligations pertaining to Real Estate Properties(10) Income taxes payable, consumption taxes payable, business office tax payable, and any andall other tax liabilities- 14 -

[Translation]

3. Labor-related contracts(1) Employment contracts
Any and all employment contracts that Mitsui Sugar has entered into with its employees,
including secondees, by the time immediately prior to the effectuation of the AbsorptionType Company Split, as well as the contractual status pertaining to those employment
contracts and any other rights and obligations resulting therefrom. Provided, however,
employment contracts between Thai nationality employees who are working at the
Bangkok Representative Office, including the contractual status pertaining to those
employment contracts and other rights and obligations resulting therefrom shall be
excluded.
(2) Labor agreements
Any and all collective agreements that Mitsui Sugar has entered into with Mitsuiseito
Rodokumiai, the labor union organized by its employees, by the time immediately prior to
the effectuation of the Absorption-Type Company Split except for the standards agreed
pursuant to Article 16 of the Labor Union Act.
4. Other rights and obligations(1) Intellectual property
Any and all intellectual property including patent rights, utility model rights, trademark
rights, design rights, and copyrights that Mitsui Sugar owns with regard to Succeeded
Businesses at the time immediately prior to the effectuation of the Absorption-Type
Company Split, irrespective of registration and including pending applications and rights
pursuant to laws and regulations of other countries.
(2) Contracts other than labor-related contracts
Contractual status pertaining to any and all contracts that Mitsui Sugar has entered intowith regard to Succeeded Businesses, including the share transfer agreement between
Mitsubishi Corporation and Mitsui Sugar dated October 15, 2020 and other ancillary or
related contracts thereto, by the time immediately prior to the effectuation of theAbsorption-Type Company Split as well as any and all rights and obligations resulting
therefrom. Provided, however, the contracts specified below as well as the contractual
status pertaining thereto and any other rights and obligations resulting therefrom shall be
excluded.
1)
2)
3)
4)
5)
6)
7)

The audit contract entered into with Accounting Auditor and any other ancillary or
related contracts thereto
The shareholder register management contract entered into with the shareholder
register administrator and any other ancillary or related contracts thereto
Contracts entered into with financial institutions regarding bank accounts for Mitsui
Sugar’s share management and any other ancillary or related contracts thereto
Any and all contracts entered into with securities companies and any other ancillary or
related contracts thereto, excluding, however, contracts pertaining to trading of listed
stocks and related matters and any other ancillary or related contracts thereto
The listing agreement entered into in conjunction with listing of securities issued by
Mitsui Sugar at the Tokyo Stock Exchange and any other ancillary or related contracts
theretoContracts pertaining to the corporate officer liability insurance covering Mitsui
Sugar’s officers and other insurance and any other ancillary or related contracts
theretoContracts specified belowi) the master integration agreement between Mitsui Sugar and Dai-Nippon Meiji
Sugar Co., Ltd. dated October 15, 2020
- 15 -

[Translation]ii) the share exchange agreement between Mitsui Sugar and Dai-Nippon Meiji Sugar
Co., Ltd. dated October 15, 2020iii) the capital alliance agreement planned to be entered into between Mitsui Sugar,
Dai-Nippon Meiji Sugar Co., Ltd., and Nippon Beet Sugar Manufacturing Co.,Ltd.
8) Any and all contracts entered into with regard to the Absorption-Type Company Splitand transactions planned in contracts specified in Section 4, subsection (2), item 7)
herein and any other ancillary or related contracts thereto, excluding, however, theshare transfer agreement between Mitsubishi Corporation and Mitsui Sugar dated
October 15, 2020 and any other ancillary or related contracts thereto
9) Joint venture agreements, equity transfer agreements, and non-disclosure agreements
entered into with COFCO Sugar Liaoning Co., Ltd., HANY SUGAR, or theirinvestors
10) Ancillary or related contracts for assets or liabilities or debt which MSSPC will not
succeed from Mitsui Sugar through the Absorption-Type Company Split- 16 -

[Translation]

3.

Summary of Matters to be Prescribed, as Specified in Article 183 of the Ordinance for
Enforcement of the Companies Act(1) Particulars regarding the appropriateness of consideration
Since the Absorption-Type Company Split will take place between the wholly-owningparent company and the wholly-owned subsidiary, no shares will be allotted nor any otherconsideration will be delivered upon the Absorption-Type Company Split.
(2) Treatment of Share Options and Bonds with Share Options under Absorption-Type
Company Split
The Company has not issued any share option or bonds with share option.
(3) Content of the balance sheet on the date of the incorporation of the Company Split
Preparation Company
The first fiscal year for the Company Split Preparation Company, which is from October
16, 2020, the date of the company’s incorporation, to March 31, 2021, has not ended as of
the time of the creation of this document, and therefore, financial statements, etc.
pertaining to its first fiscal year have not been created. The balance sheet on the date of theincorporation of the Company Split Preparation Company is given below.
Balance sheet
As of October 16, 2020
(Million yen)Account title

AmountAccount title

Amount100
100

Liabilities
Current liabilities
Fixed liabilities

00

AssetsCurrent assets
Cash and deposits
Fixed assets

0

Total liabilities
Net assets
Shareholders’ equity
Paid-in capital
Accumulated other comprehensive
incomeNon-controlling interests

Total assets

100

0
100
100
0
0

Total net assets

100

Total liabilities and net assets

100(4) Particulars regarding material disposal of assets, etc. occurring after the last day of the mostrecent fiscal year at companies party to the absorption-type company split
1) Company
The Company plans to conduct share exchange with Dai-Nippon Meiji in accordancewith the Share Exchange Agreement upon approval of Proposal 1 “Approval of Share
Exchange Agreement” at this extraordinary general meeting of shareholders.
For details, refer to Proposal 1 “Approval of Share Exchange Agreement.”
Furthermore, the Company sold some of its investment securities in the third quarterof the fiscal year ending March 31, 2021 and recorded a gain on sales of investment
securities as extraordinary income.
2)

Company Split Preparation Company
N/A- 17 -

[Translation](Reference) Holding Company Structure after the Business Integration (as of the Integration
Date)

Mitsui DM Sugar
Holdings(current Mitsui Sugar)

100%

100%

Mitsui Sugar

Dai-Nippon Meiji(after corporatename change)- 18 -

[Translation]

References common to Proposals 3 through 7
The Reference Documents for Proposals 3 through 7 of the Extraordinary General Meeting of
Shareholders are all related to the transition to a company with audit & supervisory committee.
In placing these proposals on the agenda, the reasons for transitioning to a company with audit& supervisory committee and the outline of such a company are described below.
♦ Reasons for the transition to a company with audit & supervisory committee
The Company has been working on enhancing corporate governance with a view to thesustained growth of the Group and the enhancement of medium- and long-term corporate value.
Now, the Company intends to transition to a “company with audit & supervisory committee” forthe purpose of further reinforcing the managerial function (determination of the management
policy and the general strategy) and the supervisory function of the Board of Directors andfurther improving mobility and efficiency in business execution. By transitioning to a company
with audit & supervisory committee, it is intended to promote the “separation ofmanagement/supervision and execution,” enhance further the function of creating the general
strategy and mobility in business execution, and reinforce corporate governance of the entire
Group.
♦ Outline of a company with audit & supervisory committee○ A company with audit & supervisory committee is any stock company which has an audit& supervisory committee, but may not have a board of corporate auditors or corporate
auditors.
○ An audit & supervisory committee must be composed of three (3) or more directors who
are audit & supervisory committee members, and the majority of members of thecommittee must be outside directors. In addition, while the term of office of directors
other than those who are members of the audit & supervisory committee is one (1) year,that of directors who are audit & supervisory committee members is two (2) years.
○ A director who is an audit & supervisory committee member has a voting right at theBoard of Directors and is involved in decisions on proposals for electing or dismissing
directors, the election or dismissal of representative directors, and other general decision
making on business execution (excluding cases where a decision is delegated to a
director). The audit & supervisory committee also has an authority to state its opinion on
the election or dismissal of and remuneration for a director who is not a member of thecommittee at a general meeting of shareholders. In these respects, the supervisory
function of an audit & supervisory committee and its members is reinforced relative tothat of a board of corporate auditors and corporate auditors.
○ A company with audit & supervisory committee may delegate the whole or a part ofimportant decisions of business execution to a director by resolution of the Board of
Directors if so specified in provisions of the Articles of Incorporation or if it is otherwise
justified. This enables the delegated director to make business decisions rapidly to executebusiness operations with mobility. On the other hand, it enables the Board of Directors to
reinforce its supervisory function to business executors.

- 19 -

[Translation]

Proposal 3:

Partial amendment to the Articles of Incorporation

1. Reason for proposal(1) In line with the transition to a holding company structure through the management merger
with Dai-Nippon Meiji, the Company will change its corporate name and change its
business purpose to a purpose suitable for a holding company as well as transition to acompany with an audit & supervisory committee from the standpoint of further enhancing
its corporate governance. As part of this process, the Company wishes to makeamendments to provisions relating to its corporate name and business purpose, and also
wishes to establish new provisions relating to the Audit & Supervisory Committee
Members and the Audit & Supervisory Committee and to delete provisions relating toCorporate Auditors and the Board of Corporate Auditors required for the transition to acompany with an audit & supervisory committee.
(2) Amendments to the Articles of Incorporation in this proposal shall take effect on April 1,
2021 subject to the approval and adoption of Proposal 1 “Approval of Share Exchange
Agreement” and Proposal 2 “Approval of Absorption-Type Company Split Agreement,” asoriginally proposed, and subject to the effectuation of the Share Exchange and theAbsorption-Type Company Split.
2. Details of amendment
The details of the amendments are as follows:
Current Articles of Incorporation(Underlined portions indicate the proposed amendments)
Proposed Amendments

Chapter I
Chapter I
General Provisions
General Provisions
Article l (Corporate Name of Company)
Article l (Corporate Name of Company)
The name of the Company shall be Mitsui Seitou
The name of the Company shall be DM Mitsui Seitou
Kabushiki Kaisha, and its English name shall be Mitsui Holdings Kabushiki Kaisha, and its English name shall
Sugar Co., Ltd.
be Mitsui DM Sugar Holdings Co., Ltd.
Article 2 (Purpose of Company)
Article 2 (Purpose of Company)
The purpose of the Company shall be to engage in the
1. The purpose of the Company shall be to engage inthe following businesses, and to control and manage
following businesses:
the business activities of companies that engage inthe following businesses by holding shares or equity
interest in those companies:
1) Manufacturing, refining, processing, and sale of
1. Manufacturing, refining, processing, and sale ofsugar products;
sugar and its by-products;
2) Manufacturing, processing, and sale of non2. Manufacturing, processing, and sale of nonsucrose sugars and sweeteners;
sucrose sugars, their by-products, and sweeteners;
3.
(Omitted)
3)(Same as the present)
4. Manufacturing, processing, and sale of fatty oils,
4) Manufacturing, processing, and sale of fatty oils,
liquor, rice products, seasonings confectioneries,
liquor, rice products, starches, seasonings, dairy
products, confectioneries, tea products, coffee,
tea products, coffee, cocoa and other beverages
cocoa and other beverages (soft drinks, fruit(soft drinks, fruit drinks, lactic drinks, etc.), anddrinks, lactic drinks, etc.), and other foods andother foods and beverages as well as foodbeverages as well as food additives;
additives;
5. Sale of cereals, wheat flour, fats and oils,
5) Manufacturing, processing, and sale of cereals,
flavoring ingredients, spices and other ingredients
wheat flour, fats and oils, flavoring ingredients,
used for food processing, and semi-processed
spices and other ingredients used for foodproducts of the items referred to in the preceding
processing, and raw materials and semi-processed
products of the items referred to in the preceding
numbered item;
numbered item;
6. Manufacturing and sale of pharmaceutical
6) Manufacturing and sale of pharmaceuticalproducts, cosmetics, and health foods;
products, quasi drugs, cosmetics, health foods,
and chemical industrial products (and their raw
materials) such as activated carbon, and calcium
hydroxide;- 20 -

[Translation]

Current Articles of Incorporation

Proposed Amendments

7.
(Omitted)
8. Manufacturing and sale of packaging materials,
and materials used for sugar manufacturing;

7)(Same as the present)
8) Manufacturing, processing, and sale of packaging
materials, materials used for sugar manufacturing,and their raw materials;
9) Production, cultivation, processing, and sale ofvegetables, medicinal plants, herbs, horticultural
plants, and their seeds and seedlings;

9. Cultivation and sale of horticultural plants;

10.
(Omitted)
11. Manufacturing, processing, and sale ofpreservatives and antifungal agents for industrial
use;

10)
(Same as the present)11) Manufacturing, processing, and sale ofpreservatives and antifungal agents for industrialuse, chemical agents, synthetic resin products, andother industrial chemicals;12) Sale of daily goods and pallets;
13) Sale of pet food and pet supplies;
14)(Same as the present)
15) Design, fabrication, construction, and contracted
repair work of manufacturing plants for sugar
products, food processing and alcoholic products,
and relevant consulting services;16) Manufacturing and sale of chemical machinery,machinery and equipment for agricultural use,food manufacturing and processing machinery,
instrumentation devices, medical equipment, andtheir parts and materials;
17)(Same as the present)18) Warehousing business, port cargo handlingbusiness, and surface and ocean transportation
business;
19)(Same as the present)20) Purchase and sale, leasing, and management ofreal estate properties and relevant brokerage
services (including those for lessees);21) – 22)
(Same as the present)23) Non-life insurance agency business, agency
business for insurance under the Act on Securing
Compensation for Automobile Accidents, andoperations relating to life insurance solicitation;24) – 26)
(Same as the present)27) Car transportation services;

(New)
(New)
12.
(Omitted)
13. Design, fabrication, construction of
manufacturing plants for sugar products andalcoholic products, and relevant consulting
services;
14. Manufacturing and sale of chemical machinery,
food manufacturing and processing machinery,
instrumentation devices, and their parts andmaterials;
15.
(Omitted)
16. Warehousing business, and surface and port
transportation business;
17.
(Omitted)
18. Purchase and sale, leasing, and management ofreal estate properties and relevant brokerage
services;
19. – 20.
(Omitted)
21. Non-life insurance agency business andoperations relating to life insurance solicitation;

22. – 24.
(Omitted)
25. General truck terminal operations and cartransportation services; and26.
(Omitted)(New)
27.
(Omitted)
(New)

28)
(Same as the present)29) Packaging services; and30)(Same as the present)
2. The Company may engage in operations set forthin the items of the preceding paragraph, operations
stated below and any other operations ancillary or
related thereto.
1) Services related to the legal affairs, management
planning, general affairs, human resources, andfinancial affairs of the Group, etc., and otherservices deemed necessary; and
2) Services related to the consolidation anddistribution of funds for the Group, etc., services
for lending, and services for operation of surplus
funds;- 21 -

[Translation]

Current Articles of Incorporation

Proposed Amendments

Article 4 (Governing Bodies)
In addition to the General Meetings of Shareholders,and Directors, the Company shall establish thefollowing organizational bodies:1.
(Omitted)
2. Corporate Auditors;
3. Board of Corporate Auditors; and4.
(Omitted)

Article 4 (Governing Bodies)
In addition to the General Meetings of Shareholders,and Directors, the Company shall establish thefollowing organizational bodies:
1)(Same as the present)(Deleted)
2) Audit & Supervisory Committee; and3)(Same as the present)

Chapter II
Chapter II
SharesShares
Article 9 (Rights Pertaining to Shares of Less Than One Article 9 (Rights Pertaining to Shares of Less Than One
Unit)
Unit)
(Omitted)(Same as the present)
1. – 4.
(Omitted)1) – 4)(Same as the present)
Article 11 (Share Handling Regulations)
Article 11 (Share Handling Regulations)
The handling of shares of the Company and the fees
The handling of shares of the Company and the fees
and charges related thereto, and the exercise ofand charges related thereto, and the exercise ofshareholders’ rights shall be governed by the applicable shareholders’ rights shall be governed by the applicablelaws and ordinances, the Articles of Incorporation set
laws and ordinances, the Articles of Incorporation set
forth herein, as well as the Share Handling Regulations forth herein, as well as the Share Handling Regulations
established by the Board of Directors.
established by the Board of Directors or Directors
delegated to do so by a resolution of the Board of
Directors.
Article 12 (Administrator of Shareholder Registry)
Article 12 (Administrator of Shareholder Registry)
1.
(Omitted)
1.
(Same as the present)
2. The administrator of shareholder registry and its
2. The administrator of shareholder registry and its
place of business shall be designated by aplace of business shall be designated by aresolution of the Board of Directors.
resolution of the Board of Directors or Directors
delegated to do so by a resolution of the Board of
Directors.
3.
(Omitted)
3.
(Same as the present)
Chapter III
Chapter III
General Meetings of Shareholders
General Meetings of Shareholders
Article 15 (Chairperson)
Article 15 (Chairperson)
A Director who has been appointed by the Board of
A Representative Director and President shall preside
Directors in advance shall preside over each Generalover each General Meeting of Shareholders as the
Meeting of Shareholders as the Chairperson thereof. In
Chairperson thereof. In the event that the said Director
the event that the said Director is unable to act due tois unable to act as a Chairperson due to an unexpected
an unexpected incident or other unavoidable reason,
incident or other unavoidable reason, one of the other
Directors present at the meeting shall preside in an
one of the other Directors present at the meeting shallorder predetermined by the Board of Directors.
preside in an order predetermined by the Board of
Directors.
Chapter IV
Directors, and Board of Directors
Article 19 (Number of Directors)
The Company shall have no more than fifteen (15)Directors.

Article 20 (Method for Election of Directors)
1. Directors shall be elected at General Meetings ofShareholders.
2. – 3.

(Omitted)

Chapter IV
Directors, and Board of Directors
Article 19 (Number of Directors)
The Company shall have not more than fifteen (15)Directors, and among them, there shall be not morethan five (5) Directors who are Audit & Supervisory
Committee Members.
Article 20 (Method for Election of Directors)
1. Directors who are Audit & Supervisory Committee
Members and the other Directors shall be elected
separately at a General Meeting of Shareholders.
2. – 3.
(Same as the present)- 22 -

[Translation]

Current Articles of Incorporation

Proposed Amendments

Article 21 (Term of Office)
Article 21 (Term of Office)The term of office of a Director shall expire at the close 1. The term of office of a Director (excluding a
Director who is an Audit & Supervisory Committeeof the Ordinary General Meeting of Shareholders for
Member) shall expire at the close of the Ordinary
the final business year ending within one (1) year after
General Meeting of Shareholders for the final
his or her assumption of office.
business year ending within one (1) year after hisor her assumption of office.
(New)
2. The term of office of a Director who is an Audit &Supervisory Committee Member shall expire at theclose of the Ordinary General Meeting of
Shareholders for the final business year ending
within two (2) years after his or her assumption of
office.
(New)
3. The term of office of a Director who is an Audit &Supervisory Committee Member who was elected
as a substitute for a Director who was an Audit &Supervisory Committee Member who retired fromoffice before the expiration of the term of officeshall continue until the time the term of office ofthe retired Director who was an Audit &Supervisory Committee Member was set to expire.
Article 22 (Representative Director and Executive
Article 22 (Representative Director and Executive
Directors)
Directors)
1. The Board of Directors shall, by a resolution
1. The Board of Directors shall, by a resolution
thereof, elect a Representative Director.
thereof, elect a Representative Director fromamong the Directors (excluding those who are
Audit & Supervisory Committee Members).
2. The Board of Directors may, by a resolution
2. The Board of Directors shall, by a resolution
thereof, elect a Director and Chairman, a Director
thereof, elect a Director and Chairman, a Director
and President, a Director and Vice President, aand President, and a Director and Vice President
Senior Executive Managing Director, or anfrom among the Directors (excluding those who are
Executive Managing Director.
Audit & Supervisory Committee Members).
Article 24 (Notice of Meeting of Board of Directors)
Article 24 (Notice of Meeting of Board of Directors)
A notice of a meeting of the Board of Directors shall be 1. A notice of a meeting of the Board of Directors
sent to each Director and each Corporate Auditor not
shall be sent to each Director not later than threelater than three (3) days prior to the scheduled date of(3) days prior to the scheduled date of meeting,meeting, provided, however, this notice period may beprovided, however, this notice period may be
shortened in the case of an emergency.
shortened in the case of an emergency.
(New)
2. With the consent of all Directors, a meeting of theBoard of Directors may be held with a notice
period that is shorter than that prescribed in thepreceding paragraph or without following theprocedures for convening meetings.
Article 25 (Omission of Resolution of Meeting of Board Article 25 (Omission of Resolution of Meeting ofof Directors)
Board of Directors)
In the case where all Directors have consented, either
In the case where all Directors have consented, either
in writing or by a record in electromagnetic form, toin writing or by a record in electromagnetic form, tomatters requiring a resolution of a meeting of the Board matters requiring a resolution of a meeting of the Boardof Directors, it shall be deemed by the Company that aof Directors, it shall be deemed by the Company that a
resolution for the approval of the said matters has been
resolution for the approval of the said matters has been
adopted by the Board of Directors, provided, however,adopted by the Board of Directors.
that the preceding provision shall not necessarily apply
when an objection has been raised by a Corporate
Auditor.

- 23 -

[Translation]

Current Articles of Incorporation

Proposed Amendments(New)

Article 26 (Delegation regarding the execution ofimportant operations)Pursuant to the provisions of Article 399-13, paragraph(6) of the Companies Act, the Company may delegate
all or part of decisions regarding important execution(excluding matters set forth in items of paragraph (5) of
the same article) to a Director by resolution of theBoard of Directors.
Article 27 (Remuneration, Etc.)
Remuneration, bonuses, and other financial benefits
received from the Company as consideration for the
execution of duties to Directors shall be determined bya resolution of the General Meeting of Shareholders,
while making a distinction between Directors who are
Audit & Supervisory Committee Members and other
Directors.
Article 28 (Exemption of Directors from Liability)(Same as the present)(New)

Article 26 (Exemption of Directors from Liability)(Omitted)
Chapter V
Corporate Auditors and Board of Corporate
Auditors
Article 27 (Number of Corporate Auditors)
The Company shall have no more than six (6) Corporate
Auditors.
Article 28 (Election of Corporate Auditors)
1. Corporate Auditors shall be elected at General
Meetings of Shareholders.
2. A resolution for the election of a Corporate Auditor
at a General Meeting of Shareholders shall requirea majority vote of the shareholders present at thatmeeting who together hold not less than one-thirdof the voting rights of all shareholders.
Article 29 (Term of Office)The term of office of a Corporate Auditor shall expire at
the close of the Ordinary General Meeting of
Shareholders for the last business year out of thebusiness years terminating within four (4) years after hisor her assumption of office.
Article 30 (Regulations of Board of Corporate Auditors)
The procedures for convening meetings of the Board of
Corporate Auditors, and other matters relating to theBoard of Corporate Auditors shall be subject to theRegulations of Board of Corporate Auditors, which areprescribed by a resolution of the Board of Corporate
Auditors, and to the applicable laws and ordinances, and
the Articles of Incorporation set forth herein.
Article 31 (Full-Time Corporate Auditors)
The Board of Corporate Auditors shall, by a resolution
thereof, elect full-time Corporate Auditors.
Article 32 (Notice of Meeting of the Board of Corporate
Auditors)
A notice of a meeting of the Board of Corporate Auditors
shall be sent to each Corporate Auditor not later than
three (3) days prior to the scheduled date of meeting,provided, however, that the aforesaid notice period may
be shortened in the case of an emergency.

- 24 -

Chapter V
Audit & Supervisory Committee(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)[Translation]

Current Articles of Incorporation

Proposed Amendments

Article 33 (Exemption of Corporate Auditors from
(Deleted)
Liability)
1. The Company may, by a resolution of the Board of
Directors, exempt its Corporate Auditors (including
those who served as Corporate Auditors in the past)from the liability for damages provided for in
Article 423, paragraph (1) of the Companies Act if
the requirements stipulated therein are satisfied,provided that the limit of such exemption shall be
the amount of liability for damages remaining after
deduction of the minimum amount of liability
prescribed by law.
2. The Company may enter into agreements with its
Corporate Auditors for the limitation of their
liability for damages provided for in Article 423,
paragraph (1) of the Companies Act if therequirements stipulated therein are satisfied.
(New)
Article 29 (Notice of Meeting of the Audit &Supervisory Committee)
1. A notice of a meeting of the Audit & Supervisory
Committee shall be sent to each Audit &Supervisory Committee Member not later than
three (3) days prior to the scheduled date of
meeting, provided, however, this notice period may
be shortened in the case of an emergency.
2. With the consent of all Audit & Supervisory
Committee Members, a meeting of the Audit &Supervisory Committee may be held with a notice
period that is shorter than that prescribed in thepreceding paragraph or without following theprocedures for convening meetings.
(New)
Article 30 (Regulations of Audit & Supervisory
Committee)
The procedures for convening meetings of the Audit &Supervisory Committee, and other matters relating to
the Audit & Supervisory Committee shall be subject tothe applicable laws and ordinances, and the Articles ofIncorporation set forth herein and the Regulations ofAudit & Supervisory Committee, which are establishedby a resolution of the Audit & Supervisory Committee.
(New)
Article 31 (Full-Time Audit & Supervisory Committee
Members)
The Audit & Supervisory Committee may, by aresolution thereof, elect full-time Audit & Supervisory
Committee Members.
Chapter VI
Chapter VI
Accounts
Accounts
Article 34 – 37
(Omitted)
Article 32 – 35
(Same as the present)(New)
Supplementary Provision(Transitional Measures Concerning Exemption of
Corporate Auditors From Liability)
Pursuant to the provisions of Article 426, paragraph (1)of the Companies Act, the Company may, to the extent
permissible by law and by resolution of the Board of
Directors, exempt Corporate Auditors (including those
who served as Corporate Auditors) from liability fordamages resulting from negligence of duties prior to thepartial amendment of the Articles of Incorporation to beresolved at the Extraordinary General Meeting of
Shareholders on February 22, 2021.

- 25 -

[Translation]

Proposal 4:

Election of seven (7) Directors (excluding Directors who are Audit &Supervisory Committee Members)

If Proposal 3 “Partial amendment to the Articles of Incorporation” is approved and adopted asoriginally proposed, the Company will make the transition to a company with an Audit &Supervisory Committee. Furthermore, the term of office of all nine (9) Directors will expire
when the amendments to the Articles of Incorporation take effect.
Accordingly, the Company proposes the election of seven (7) Directors (excluding Directors
who are Audit & Supervisory Committee Members; the same applies hereinafter in this
proposal). This proposal can only take effect when the amendments to the Articles ofIncorporation in Proposal 3 “Partial amendment to the Articles of Incorporation” take effect.
The candidates for Directors are as follows:
No.

Name

Current positions in the Company

1

Taku Morimoto

Reappointment

President & CEO

2

Junichi Nomura

Reappointment

Representative Director, Executive Vice President
General Manager of Sugar Production Group3

Hideyuki Mikayama

Reappointment

Director, Senior Executive Managing Officer & CFO

4

Junichi Handa

Reappointment
OutsideIndependent

Outside Director

5

Yu SatoNew appointment–

6

Tsutomu Osada

New appointment
Outside–7

Jiro Tonedachi

New appointment
Outside–- 26 -

[Translation]

No.

Name
(Date of birth)

Taku Morimoto(July 31, 1957)
1

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1981

Joined Mitsui & Co., Ltd.

April 2005

Senior Vice President, Divisional Operating Officer,
Plastics & Inorganic Chemicals Division, MITSUI &CO. (U.S.A.), INC.

April 2013

Managing Officer, General Manager, Planning &Administrative Division (Chemicals), Mitsui & Co., Ltd.

April 2014

Managing Officer, Chief Operating Officer, Performance
Chemicals Business Unit, Mitsui & Co., Ltd.

April 2016

Executive Managing Officer, Chief Operating Officer,
Performance Materials Business Unit, Mitsui & Co., Ltd

April 2017

Senior Executive Managing Officer, Chief Operating
Officer, Asia Pacific Business Unit, Mitsui & Co., Ltd.
Chief Executive Officer, Mitsui & Co. (Asia Pacific) Pte.
Ltd.

Reappointment
April 2019

Executive Vice President, Chief Operating Officer, Asia
Pacific Business Unit, Mitsui & Co., Ltd.

May 2020

Advisor of the Company

June 2020

Representative Director, Executive Vice President of theCompany

October 2020

President & CEO, Mitsui Sugar Split Preparation Co.,
Ltd. (to present)

Number of theCompany’s
shares held

800

November 2020 President & CEO of the Company (to present)
In charge of Internal Auditing Division, Quality Management Division andBusiness Design & Development Group(Reasons for nomination as candidate for Director)
The Company expects that he can make use of his experience and proven track record as a corporate manager of a
trading firm as well as his knowledge and oversight capability necessary to faithfully perform duties for its
management.

Junichi Nomura(October 26, 1958)
2

Reappointment

April 1981

Joined the Company

April 2008

General Manager of Chiba Factory, Sugar Production
Group of the Company

April 2010

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2013

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2014

Executive Managing Officer, General Manager of Sugar
Production Group of the Company

June 2014

Director, Executive Managing Officer, General Manager
of Sugar Production Group of the Company

April 2016

Director, Senior Executive Managing Officer, General
Manager of Sugar Production Group of the Company

April 2020

Director, Executive Vice President, General Manager of
Sugar Production Group of the Company

June 2020

Representative Director, Executive Vice President,
General Manager of Sugar Production Group of theCompany (to present)

In charge of Sugar Production Group and Research and Development
Division(Reasons for nomination as candidate for Director)
The Company expects that he can continue to make use of his many years of experience and insight in the
Company’s production department for its management.

- 27 -

2,360

[Translation]

No.

3

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1979

Joined Mitsui & Co., Ltd.

April 2007

General Manager of Financial Planning and
Administrative Division, Mitsui & Co., Ltd.

April 2009

General Manager of Finance Division, Mitsui & Co.,Ltd.

April 2011

Managing Officer, General Manager of Finance
Division, Mitsui & Co., Ltd.

April 2012Managing Officer, General Manager of Nagoya Office,Mitsui & Co., Ltd.

Hideyuki Mikayama(August 21, 1955)

April 2013

Executive Managing Officer, General Manager ofNagoya Office, Mitsui & Co., Ltd.

Reappointment

June 2014

Number of theCompany’s
shares held

3,900

Outside Director, Resona Bank, Limited. (to present)
Director, Executive Managing Officer & CFO of theCompany

April 2017

Director, Senior Executive Managing Officer & CFO of
the Company (to present)

In charge of Compliance, Legal and Internal Control Division, Group
Strategy Division, General Affairs and Personnel Division, and Finance &Accounting Division(Important concurrent positions)
Outside Director, Resona Bank, Limited.
(Reasons for nomination as candidate for Director)
Since he has broad experience and knowledge gained through finance-related operations at a trading firm, theCompany expects that he can continue to make use of the experience and knowledge for its management.

4

Junichi Handa(February 13, 1957)
Reappointment
OutsideIndependent

April 1979

Joined Toa Nenryo Kogyo Co., Ltd.

February 2002

Representative Director, Booz Allen Hamilton

April 2005

President & CEO, Management Wisdom Partners, Japan

April 2013

Senior Vice President, Human Resources Department,
Takeda Pharmaceutical Co., Ltd.

June 2013

Corporate Officer, Senior Vice President, Human
Resources Department, Takeda Pharmaceutical Co., Ltd

October 2014

Global Human Resources, Takeda Pharmaceutical, Co.,Ltd.

June 2015

Outside Director of the Company (to present)

July 2015

President & CEO, Management Wisdom Partners, Japan(to present)

April 2016

Project Professor, Graduate School of Economics, The
University of Tokyo (to present)(Important concurrent positions)
Project Professor, Graduate School of Economics, The University of Tokyo
President & CEO, Management Wisdom Partners, Japan(Reasons for nomination as candidate for Outside Director)
Since he has a profound knowledge of corporate strategy, particularly in the field of formulating human resources
strategy with a proven track record, the Company expects that he can appropriately perform his duties as Outside
Director from an objective perspective.

- 28 -

0[Translation]

No.

Name
(Date of birth)

Yu Sato(October 17, 1961)
5

New
appointment

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1985

Joined Mitsubishi Corporation

February 1997

Mitsubishi Corporation (UK) Plc and Vice-President
Mit-Sun International Trading Co. Ltd.

April 2010

General Manager of Sweetener & Starch Products Unit,
Mitsubishi Corporation

April 2012

Senior Vice President, Group Head for Living Essentials
Group, Mitsubishi Corporation (Americas) and
Mitsubishi International Corporation

April 2014

General Manager, Strategy Planning (Food Business)
Living Essentials Group CEO Office, Mitsubishi
Corporation

Number of theCompany’s
shares held

0

November 2014 Chair of the Board, Cermaq Group AS
April 2017

Senior Vice President, Mitsubishi Corporation

April 2018

Advisor, Dai-Nippon Meiji Sugar Co., Ltd.

June 2018

President & CEO, Dai-Nippon Meiji Sugar Co., Ltd. (topresent)
President, D2Mondo Sugar Company Co., Ltd. (topresent)(Important concurrent positions)
President & CEO, Dai-Nippon Meiji Sugar Co., Ltd.
President, D2Mondo Sugar Company Co., Ltd.
(Reasons for nomination as candidate for Director)
Since he has experience over many years in the food department at a trading firm and proven track record as acorporate manager at Dai-Nippon Meiji Sugar, the Company expects that he can continue to make use of theexperience and knowledge for its management.

Tsutomu Osada(November 17, 1965)
6

New
appointment
OutsideApril 1988

Joined Mitsui & Co., Ltd.

January 2007

General Manager, Foodstuff Div., Mitsui Brazil S.A.

February 2009

SVP, Mitsui Foods, Inc.

July 2012

President & CEO, Mitsui Foods, Inc.

October 2013

General Manager, Foods Marketing Div., Mitsui & Co.,Ltd.

April 2015

Divisional Operating Officer of Foodstuff Business
Division, Asia Pacific Business Unit, Mitsui & Co., Ltd.
Member of Board of Management, Minh Phu Seafood
Joint stock company (to present)

June 2019
April 2020

Operating Officer of Food Business Unit, Mitsui & Co.,
Ltd. (to present)
Outside Director, Toho Bussan Kaisha, Ltd. (to present)(Important concurrent positions)Operating Officer of Food Business Unit, Mitsui & Co., Ltd.
(Reasons for nomination as candidate for Outside Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.

- 29 -

0[Translation]

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1990

Joined Mitsubishi Corporation

April 2014

Executive Officer, NIHON SHOKUHIN KAKO CO.,LTD.

June 2018

Director and Executive Officer, NIHON SHOKUHIN
KAKO CO., LTD.

January 2019

Manager of Strategy Planning Team, Sweetener, Starch
Products & Wheat Flour Dept., Living Essential
Consumer Products Division, Mitsubishi Corporation

February 2019

Outside Director, Dai-Nippon Meiji Sugar Co., Ltd. (topresent)
Outside Director, D2Mondo Sugar Company Co., Ltd.
(to present)

Jiro Tonedachi(December 6, 1966)
7

New
appointment
OutsideApril 2019

General Manager of Sweetener, Starch Products &Wheat Flour Dept., Consumer Products Division,
Mitsubishi Corporation

June 2019

Outside Director, Nitto Fuji Flour Milling Co., Ltd. (topresent)

April 2020

General Manager of Sugar & Wheat Flour Dept.,
Consumer Products Division, Mitsubishi Corporation (topresent)

Number of theCompany’s
shares held

(Important concurrent positions)
General Manager of Sugar & Wheat Flour Dept., Consumer Products
Division, Mitsubishi Corporation(Reasons for nomination as candidate for Outside Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.
Notes:
1. There are no vested interests between each of the candidates and the Company.
2. Mr. Junichi Handa, Mr. Tsutomu Osada and Mr. Jiro Tonedachi are candidates for Outside Directors.
3. The Company designated Mr. Junichi Handa as an independent officer and registered him with theTokyo Stock Exchange pursuant to the provisions of the Exchange. If his reelection is approved, theCompany plans for his appointment as an independent officer to continue.
4. Mr. Tsutomu Osada has been serving as a business executive at Mitsui & Co., Ltd., which had
specific relations with the Company during the past 5 years. He received salary and othercompensation for the last 2 years from the company as well, and is expected to continue to receive
salary and other compensation from the company. Mr. Tsutomu Osada is scheduled to take office asManaging Officer, Chief Operating Officer of Retail Business Unit of Mitsui & Co., Ltd. on April 1,
2021
5. Mr. Junichi Handa is currently the Company’s Outside Director. His term of office as Outside
Director will be 5 years and 8 months at the conclusion of this Meeting.
6. In accordance with Article 427, paragraph (1) of the Companies Act, the Company has an agreementwith Mr. Junichi Handa to limit his liability for damages stipulated in Article 423, paragraph (1) of
the Companies Act to the minimum amount set forth in Article 425, paragraph (1) of the Companies
Act. If his reelection is approved at this Meeting, the Company will keep the said agreement withhim. If the election of Mr. Tsutomu Osada and Mr. Jiro Tonedachi is approved at this Meeting, theCompany will have the same agreements with them.

- 30 -

0[Translation]

Proposal 5:

Election of three (3) Directors who are Audit & Supervisory Committee
Members

If Proposal No. 3 “Partial amendment to the Articles of Incorporation” is approved and adopted
as originally proposed, the Company shall make a transition to a company with an Audit &Supervisory Committee when the amendments to the Articles of Incorporation take effect.
Accordingly, the Company proposes the election of three (3) Directors who are Audit &Supervisory Committee Members.
This proposal can only take effect when the amendments to the Articles of Incorporation in
Proposal 3 “Partial amendment to the Articles of Incorporation” take effect.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
No.

Name

Current positions in the Company

1

Ichiro Iijima

New appointment
OutsideIndependent

Outside Corporate Auditor

2

Yusuke Kawamura

New appointment
OutsideIndependent

Outside Director

3

Mihoko Sogabe

New appointment
OutsideIndependent–- 31 -

[Translation]

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1973

Joined Taisho Marine & Fire Insurance Co., Ltd.

April 2006

Managing Executive Officer, General Manager ofNagoya Corporate Division and Damage Services
Reform Department of Nagoya Corporate Division,
Mitsui Sumitomo Insurance Company, Limited

April 2008

Senior Executive Officer, General Manager of Nagoya
Corporate Division and Damage Support and Innovation
Department of Nagoya Corporate Division, Mitsui
Sumitomo Insurance Company, Limited

Ichiro Iijima(November 10, 1949) April 20101

New
appointment
OutsideIndependent

Number of theCompany’s
shares held

Director, Senior Executive Officer, Mitsui Sumitomo
Insurance Company, Limited
Chairman, MSIG Holdings (America), Inc.

April 2011

Director, Vice President Executive Officer, Mitsui
Sumitomo Insurance Company, Limited

June 2011

Director, Executive Officer, MS&AD Insurance Group
Holdings, Inc.

Chairman, MSIG Holdings (America), Inc.

April 2014

Director, MS&AD Insurance Group Holdings, Inc.

June 2014

Outside Corporate Auditor of the Company (to present)
Audit & Supervisory Board Member, Mitsui SumitomoPrimary Life Insurance Company, Limited(Reasons for nomination as candidate for Outside Director)
Since he has deep insight of finance and insurance business and extensive experience in corporate management, theCompany expects that he will supervise overall management, provide proper advice, and appropriately perform his
duties as Audit & Supervisory Committee Member.

- 32 -

0[Translation]

No.

Name
(Date of birth)

Yusuke Kawamura(December 5, 1953)

2

New
appointment
OutsideIndependent

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1977

Joined Daiwa Securities Co. Ltd.

January 1997

General Manager of Syndicate Department, CapitalMarket Division, Daiwa Securities Co. Ltd.

June 2007

Public Board Member, Self-regulation Board, Japan
Securities Dealers Association

April 2010

Director, Japan Securities Research Institute

January 2011

Commissioner, Fiscal System Council, Ministry of
Finance (to present)

April 2012

Deputy Chairman of the Institute, Daiwa Institute of
Research, Ltd.

February 2013

Commissioner, Business Accounting Council, Financial
Services Agency (to present)

May 2013

Commissioner, Ministerial Meeting on Promotion of
Utilization of Public-Private Funds (to present)

Number of theCompany’s
shares held

November 2013 Outside Director, Cool Japan Fund (to present)
May 2016

Visiting professor, Nankai University (to present)

January 2017

Visiting research fellow, Guangdong Academy of Social
Sciences

June 2017

Outside Director of the Company (to present)

June 2018

Trustee, Japan Securities Research Institute (to present)

April 2019

Special Chairman of the Institute, Daiwa Institute of
Research, Ltd.
Adviser, Japan Securities Dealers Association (topresent)
Visiting professor, KYOTO SAGA UNIVERSITY OF
ARTS (to present)

April 2020

Representative Director, Glocal Policy Institute (topresent)

June 2020

Outside Director, Japan Securities Depository Center,
Incorporated (to present)
External Director, Toyo Aluminium K.K. (to present)(Important concurrent positions)
Adviser, Japan Securities Dealers Association(Reasons for nomination as candidate for Outside Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Audit & Supervisory Committee Member from an objective perspective.

- 33 -

0[Translation]

No.

Name
(Date of birth)

Mihoko Sogabe(December 10, 1969)

3

New
appointment
OutsideIndependent

Career summary, positions and responsibilities in the Company,
and important concurrent positions
April 1992

Joined Japan Associated Finance Co., Ltd. (currently
JAFCO Group Co., Ltd.)

April 2001

Joined Asahi & Co. (currently KPMG AZSA LLC)

May 2005

Registered as Certified Public Accountant

June 2018

Outside Audit & Supervisory Board Member, Nikko
Asset Management Co., Ltd.

Number of theCompany’s
shares held

Auditor, Japan Kōgei Association (to present)
Representative, Sogabe Certified Public Accountant
Office (to present)
June 2019

Outside Director, Audit & Supervisory Committee
Member, Nikko Asset Management Co., Ltd. (to present)

July 2020

Outside Audit & Supervisory Board Member, SoleBrain
Inc. (to present)(Important concurrent positions)Representative, Sogabe Certified Public Accountant Office(Reasons for nomination as candidate for Outside Director)
Since she has abundant knowledge in accounting and tax as a certified public accountant, the Company expects that
she can appropriately perform her duties as Audit & Supervisory Committee Member from an objective perspective.
Notes:
1. There are no vested interests between each of the candidates and the Company.
2. Each of the candidates is a candidate for Outside Director.
3. The Company designated Mr. Ichiro Iijima and Mr. Yusuke Kawamura as independent officers andregistered them with the Tokyo Stock Exchange pursuant to the provisions of the Exchange. If theelection of both of them is approved at this Meeting, the Company plans for their appointment as
independent officers. If the election of Ms. Mihoko Sogabe is approved at this Meeting, the Company
plans to designate her as an independent officer and register her with the Tokyo Stock Exchange
pursuant to the provisions of the Exchange
4. Mr. Ichiro Iijima is currently the Company’s Outside Corporate Auditor. His term of office as
Corporate Auditor will be 6 years and 8 months at the conclusion of this Meeting.
5. Mr. Yusuke Kawamura is currently the Company’s Outside Director. His term of office will be 3
years and 8 months at the conclusion of this Meeting.
6. Although Mr. Yusuke Kawamura and Ms. Mihoko Sogabe have not been involved in corporate
management except for being an outside officer in the past, the Company has judged that they can
perform their duties as Outside Director appropriately as described in “Reasons for nomination as
candidate for Outside Director.”
7. In accordance with Article 427, paragraph (1) of the Companies Act, the Company has agreementswith Mr. Ichiro Iijima and Mr. Yusuke Kawamura to limit their liability for damages stipulated in
Article 423, paragraph (1) of the Companies Act to the minimum amount set forth in Article 425,
paragraph (1) of the Companies Act. If the election of both of them is approved at this Meeting, theCompany will have the same agreements with Mr. Ichiro Iijima and keep the said agreement with Mr.
Yusuke Kawamura. If the election of Ms. Mihoko Sogabe is approved at this Meeting, the Company
will have the same agreement with her.

- 34 -

0[Translation]

Proposal 6:

Determination of amounts of remuneration for Directors (excluding
Directors who are Audit & Supervisory Committee Members)

If Proposal No. 3 “Partial amendment to the Articles of Incorporation” is approved and adopted
as originally proposed, the Company shall make a transition to a company with an Audit &Supervisory Committee when the amendments to the Articles of Incorporation take effect.
The amount of remuneration for Directors of the Company was approved at the 83rd Ordinary
General Meeting of Shareholders held on June 28, 2007 to be no more than 240 million yen per
fiscal year, and these resolutions have been in force since then. However, with the transition to acompany with an Audit & Supervisory Committee, the amount of remuneration for Directors(excluding Directors who are Audit & Supervisory Committee members) will be newly
determined after abolishing this amount. Taking into consideration the amount of remuneration
paid to Directors to date and circumstances such as the recent Corporate Governance Code, theCompany proposes that the amount of remuneration at no more than 490 million yen per year(of which, no more than 50 million yen per year for Outside Directors).
The amount of such remuneration shall not include the portion of employee salaries of Directors
concurrently serving as employees.
The Company currently has nine (9) Directors (including four (4) Outside Directors), and if
Proposal 3 and Proposal 4 are approved and adopted as originally proposed, the number of
Directors (excluding Directors who are Audit & Supervisory Committee Members) for this
proposal will be seven (7) (including three (3) Outside Directors).
This proposal can only take effect when the amendments to the Articles of Incorporation in
Proposal 3 “Partial amendment to the Articles of Incorporation” take effect.

- 35 -

[Translation]

Proposal 7:

Determination of amounts of remuneration for Directors who are Audit &Supervisory Committee Members

If Proposal No. 3 “Partial amendment to the Articles of Incorporation” is approved and adopted
as originally proposed, the Company shall make a transition to a company with an Audit &Supervisory Committee when the amendments to the Articles of Incorporation take effect.
Accordingly, the Company proposes that the amount of remuneration for Directors who are
Audit & Supervisory Committee Members at no more than 100 million yen per year taking into
consideration of the circumstances such as the recent Corporate Governance Code.
If Proposal 3 and Proposal 5 are approved and adopted as originally proposed, the number of
Directors who are Audit & Supervisory Committee Members for this proposal will be three (3).
This proposal can only take effect when the amendments to the Articles of Incorporation in
Proposal 3 “Partial amendment to the Articles of Incorporation” take effect.

- 36 -